Platform License and Purchase Plan Agreement

"Business": The provisioning and marketing of the products, services, and equipment related to the Platform(s) by the Clinic under its own existing brand and trade name.

"Licensed IP": The Company's trademarks (e.g., SKIN90, BODY90), copyrights, and trade secrets (including all proprietary protocols and training materials) related to the Platform.

"Platform": The Company's proprietary systems, which includes specific know-how, products, service protocols, pricing, and training materials for use by the Clinic.

"Platform Services": The services listed in Section 6 of this Agreement.

"Purchase Plan": The plan through which the Clinic commits to purchase eligible products, services, and equipment from the Company. Multiple Purchase Plan tiers are available.

The Company grants to the Clinic, during the Agreement period and subject to the terms and conditions herein:

The right to carry on the Business of a Platform, within the Territory (as defined in Addendum 1), pursuant to this Agreement (the "Platform License").

The right to enroll in a Purchase Plan (as described in Addendum 2) and access the benefits, credits, and features associated with the selected tier.

The Clinic shall have the rights to utilize the Platform Services and the Business within its defined location.

This Agreement is for one (1) year, commencing on the day of purchase (the "Effective Date").

The Agreement renews automatically each year for successive 12-month terms unless terminated under section 10. Renewal terms and conditions will be those in effect at renewal.

Provide access to Platform Services as defined in Addendum 1.

Manage Purchase Plans and fulfill associated product, service, and equipment orders.

Operate and administer the clinic referral through the "Find a Clinic" feature and booking system.

Support ongoing program development and training.

Deliver marketing, social media, and operational support.

Provide required product and brand training.

In order to maintain the high standards of the Services and to protect the Company's intellectual property rights and maintain the common identity and reputation of the Company, the Clinic hereby agrees:

To commence the Business from the day of signing of this Agreement, or as soon after as is reasonably possible.

To use all reasonable commercial efforts in the operation of the Business.

To enrol in a Purchase Plan that fits their business needs. And purchase the products, services, equipment, and materials required to deliver the Business.

To operate the Business within the Clinic location.

To ensure that all his/her employees are licensed, certified and experienced to perform their designated roles before working in the Business.

To insure with a major, reputable insurance company in an adequate sum against all normal and reasonably foreseeable risks relating to the conduct of the Business including product liability and delivery services by the Clinic or any person for whom the Clinic is responsible and to cover all public and employee liability and death of, or injury to, any customer or any other and provide copies of such insurance policies and proof of premium payments to the Company upon its request and the Clinic will provide to each insurer full and complete information relevant to or which may be required in respect of any insurance policy and ensure that he/she does nothing which in any way invalidates it.

To indemnify and save harmless the Company from and against all loss, damage or liability suffered by the Company as a result of the Clinic's acts or omissions in connection with the operation of the Business.

Use any and all brand and logos associated with delivery of the Services solely for the purpose of the Business and any usage will be in accordance with the reasonable directions of the Company;

The Clinic undertakes not to do anything to prejudice or damage the goodwill in the Services and Business brand or the reputation of the Services and Business it operates;

The Clinic shall comply with all reasonable requirements, including pricing guidelines, as set out by the Company from time to time with regard to the presentation of the Services.

The Clinic shall at all times maintain an active credit card with sufficient credit available for payment of fees, product purchases, services, and all obligations under this Agreement.

The Clinic shall pay the Platform Licensing Fee, applicable only if the Clinic operates a brand requiring such a license, as set out in Addendum 1.

The Clinic shall pay the minimum monthly funds associated with the selected Purchase Plan tier each month, as set out in Addendum 2.

The Clinic shall utilize the funds credited from the Purchase Plan to purchase products, services, and equipment required for the Business within the same month. Funds are credited for monthly use and are not intended to accumulate across months; the Clinic is required to make eligible purchases using the credited funds in each calendar month they are received unless otherwise stated in Addendum 2. The Company may specify special rules or consequences relating to the non-use or accumulation of funds in Addendum 2 or via official written policy updates.

The Clinic may not assign or delegate the License or any other right or obligation under this Agreement without the prior written consent of the Company, such consent shall not be unreasonably withheld.

The Company shall be entitled to assign the benefit of this Agreement to any other party at any time and shall inform the Clinic thereof in writing within a reasonable time of such assignment.

Following the first 12-month period from the effective date of this Agreement, either party may terminate this Agreement, by providing 90 days' notice. Additionally, the Company may terminate this Agreement forthwith by giving notice in writing to the Clinic:

If the Clinic has committed any breach of his/her obligations hereunder and has failed to remedy such breach within a period of 28 days after the receipt of a notice in writing;

If the Clinic commits an act of bankruptcy or has a receiving order made against him/her or makes any arrangement or assignment with or for the benefit of his/her creditors or suffers distress or execution to be levied or threatened on any of his/her properties;

The termination or expiry of this Agreement shall be without prejudice to any rights and obligations conferred or imposed by this Agreement in respect of any period after such termination and shall also be without prejudice to the rights of either party against the other in respect of any antecedent breach of any of the terms and conditions hereof.

Additionally, If there is a material change in the Services that the Company is licensed to provide to the Clinic, the Clinic may terminate this Agreement forthwith by giving 90 days' notice in writing to the Company.

All copyrights, trademarks, intellectual property, proprietary materials, protocols, and training content provided by the Company remain its exclusive property. The Clinic shall maintain strict confidentiality and protect all such materials from disclosure or unauthorized use.

This Agreement expresses the entire agreement between the parties hereto which supersedes any other negotiations or agreements on the subject matter hereof and:

The Company hereby represents and warrants to the Clinic that it has the right to grant the License, provide the Clinic the right to utilize the associated brands and provide the Clinic the right to utilize the proprietary information, services and all other documents supplied by the Company from time to time.

The parties confirm that the whole of their negotiations and intentions have been included herein within the context of and expressing clearly the requirements of the parties;

There are no warranties, representations or other matters relied upon by the Clinic which have not been satisfied herein; and

This Agreement shall not be modified in any way except by a written instrument signed by both parties hereto.

The failure of the Company to exercise any power given to it hereunder or to insist upon strict compliance by the Clinic with any obligation hereunder and no custom or practice of the parties shall constitute any waiver of any of the Company's rights under this Agreement. Waiver by SKIN90 of any particular default by the Clinic shall not affect or impair the Company's rights in respect of any subsequent default of any kind by the Clinic nor shall any delay by or omission of SKIN90 to exercise any rights arising from any default of the Clinic affect or impair the Company's rights in respect of the said default or any default of any kind.

If any item or provision contained in this Agreement or any part thereof (in this Clause called the "offending provision") shall be declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, but not detracting from, the generality of the foregoing a decision by an Arbitrator, an Act of Parliament, Canadian Economic Community legislation or any statutory or other by-laws or regulations or any other requirements having the force of law, the other terms and provisions of this Agreement shall remain in full force and effect as if this Agreement had been executed without the offending provision appearing herein. In the event that the exclusion of any offending provisions shall in the opinion of the Company adversely affect either the Company's right to receive payment of fees or remuneration by whatever means payable to the Company and or the Company's brands and methods of the Business then the Company shall have the right to terminate this Agreement by giving 30 days' notice in writing to the Clinic.

The Clinic shall make no statements, representations or claims and shall give no warranties to any customer or potential customers in respect of the Business save such as may have been specifically authorized by the Company, such authority to be given in writing at the relevant time. The Clinic hereby undertakes with the Company to keep fully and effectively indemnified against all claims, demands, losses, expenses and costs which the Company may incur as a result of any breach by the Clinic of this provision.

This Agreement shall be suspended during the period and to the extent of such period that the Company reasonably believes any party to this agreement is prevented or hindered from complying with its obligations under any part of it, by any cause beyond its reasonable control including but not restricted to strikes, war, civil disorder, and natural disasters. If such a period of suspension exceeds 180 days then the Company shall upon giving written notice to the Clinic Partner, be able to require that: all money due to the Company shall be paid immediately, and the Clinic shall immediately cease trading until further notice from the Company is given.

In the event that any dispute or disagreement shall arise with respect to any matter arising herein or with respect to the interpretation of this Agreement and such dispute cannot be settled within fifteen (15) days by good faith negotiation between the parties, then such dispute or disagreement shall be finally resolved by binding arbitration pursuant to the provisions of The Arbitration Act of the Province of Ontario, as from time to time in force or as amended. The arbitration shall take place in Toronto, Ontario before a single Arbitrator selected by agreement of the parties. Should the parties fail to agree on an Arbitrator, the Arbitrator shall be appointed by a Court of competent jurisdiction pursuant to The Arbitration Act. The parties agree to provide to the Arbitrator, and to each other, full disclosure of all documents and information relevant to the dispute at least fifteen (15) days before the arbitration hearing. The costs of the arbitration, including legal fees and disbursements, shall be awarded by the Arbitrator in the manner which the Arbitrator considers appropriate under the circumstances. The Arbitrator shall provide the parties with a written decision which includes the reasoning for the decision of the Arbitrator and the award of costs.

Any notice required to be given for the purposes of this Agreement shall be given by sending the same by prepaid First Class post, e-mail, or fax to, or by delivering the same by hand at, the relevant address shown in this Agreement or such other address as shall have been notified (in accordance with this Clause) by the party concerned as being its address for the purposes of this Clause.

This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Ontario.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a party may send a copy of its original signature on the execution page hereof to the other party by facsimile or electronic transmission, and such transmission shall constitute delivery of an executed copy of this Agreement.

1. Each month (in 30-day intervals) the credit card on file will be debited (charged) and the associated business account will be credited with the agreed to amount of funds associated with the selected Purchase Plan.
   1. Funds are dollars that can be used to purchase all eligible products and services available through the Company.
   2. Funds credited do not expire.
2. Free Bonus Funds Credited: Every month, bonus funds are made available at checkout. Unused Bonus Funds expire within 60 days of issuance.
3. Additional Purchase Discount: Additional purchase discounts are applied on the additional products and services purchased from the Company net of all existing funds credited. For further clarity all funds and bonus funds credited to an account must be used prior to the application of the additional purchase discount.
4. Employee Benefit: All registered and eligible employees of the Clinic are eligible to earn and redeem Personal Reward Points (PRP) for the purchase of products and services at retail prices and net of discounts and any funds credited
   1. Certified full-time employees of the Clinic receive monthly bonus Personal Reward Points (PRP) credited to their accounts based on the Clinic's Purchase Plan.
   2. Only full-time certified employees will receive the monthly bonus PRP, meaning they must complete the required online certification to begin receiving the benefit.
   3. This monthly benefit can be redeemed online to buy retail products at a retail price
   4. PRP are intended to be used every 90 days. Unused funds will expire and the company reserves the right to expire these unused funds from time to time at its own exclusive discretion
   5. Earn PRP at the retail store each time you complete training at our online training platform. The amount of funds will depend on the selected training program.
5. 90-Day Flex Plan: The 90-day flex plan option allows the Clinic to upgrade or downgrade one Purchase Plan level by providing 90-days written notice. The upgrade or downgrade will be applied on the first monthly cycle date following the 90-days' notice period.

Terms of Business: These terms and conditions (the "Terms") govern your purchase of products, services, and equipment (the "Goods") from the e-commerce platform (the "Platform") of 9057838 Canada Inc., doing business as SkinHealth Canada and MyBest Health ("Seller"). The licensed clinic purchasing the Goods is referred to in these terms as the "Clinic" or "Clinic Partner". By agreeing to purchase the Goods, you are agreeing to be bound by these Terms.

1. Accounts and Ordering: All Goods are sold to consumers through licensed clinics with trained staff who are individually registered and authorized.
   1. All Clinic Partners must have a Platform License and Purchase Plan
   2. All Clinic Partners must ensure their staff (possessing "Staff Accounts") are registered in the system. Staff must complete all required training and certification to deliver the specific products and services offered.
   3. Staff with registered accounts may order retail products for personal use at retail rates, less any applicable discounts and using their Personal Reward Points.
   4. The Seller, at its sole discretion, reserves the right to refuse or cancel any order, as well as any future orders from a Clinic Partner. The Company will not be held liable for any losses, distress, or costs incurred due to such actions and is not obligated to provide further explanation beyond a single written notification.
2. Sale of Goods, Pricing, and Payment
   1. The Company agrees to sell, and the Clinic agrees to purchase the Goods in the quantities and at the prices ("Price") indicated on the Platform or otherwise communicated by the Seller.
   2. Unless otherwise specified, all Prices shown on the Platform are in Canadian dollars.
   3. Prices are exclusive of harmonized sales tax (HST) and any other similar taxes, duties, and charges. The Clinic is responsible for all such charges, costs, and taxes.
   4. The Clinic shall pay the Price according to the payment schedule on the Platform.
   5. Late payments will incur interest at a rate of 4% per annum or the highest rate permitted by law, whichever is lower.
   6. The Clinic shall reimburse the for all costs incurred in collecting late payments, including legal fees on a substantial indemnity basis.
3. Shipping and Delivery
   1. The Company will pick, pack, and ship all orders within 5 business days after the confirmed receipt of the order.
   2. The Goods will be delivered within a reasonable time after the purchase is completed. The Company is not liable for any delays, loss, or damage that occurs in transit.
   3. The Company will deliver the Goods to the location specified by the Clinic on the Platform (the "Delivery Point").
   4. Title and risk of loss pass to the Clinic upon delivery of the Goods at the Delivery Point.
   5. Shipping is at standard ground freight rates unless the Clinic Partner requests and pays for expedited shipping.
   6. Any shipping discount is based on the Clinic Partner's purchase volume, net of discounts and taxes.
   7. During certain winter months, the Company may expedite shipments at its own expense to prevent potential product damage.
   8. If the Clinic fails to accept delivery, or if the Company cannot deliver because the Clinic has not provided appropriate instructions, the risk of loss passes to the Clinic. The Goods will be considered delivered, and the Company may store the Goods at the Clinic 's expense.
4. Backorders: Any part of an order that cannot be filled due to an out-of-stock item will be invoiced, back-ordered, and delivered automatically with the next order on a first-in, first-out basis. If a back-ordered product cannot be delivered within 15 business days, the invoice may be cancelled upon request. Any payment related to a cancelled backorder will be credited to the Clinic Partner's account.
5. Returns, Exchanges, and Credits: All sales are final; returns and exchanges are not accepted. The following are exceptions:
   1. Shipping Damage or Error: If a product is damaged during shipping or shipped by the Company in error, it may be returned within 5 business days. The product must be undamaged and in its original, unopened packaging. A credit will be applied to the Clinic Partner account upon receipt.
   2. Ordering Error: If a product is ordered in error, it may be returned within 5 business days, provided it is undamaged and in its original, unopened packaging. Upon receipt, a credit will be applied to the Clinic Partner account, less any applicable shipping, handling, and a 10% restocking fee.
   3. Faulty or Defective Product: A product that is faulty or defective must be returned to the Company with the correct manufacturer form. Upon receipt and confirmation of the defect, the Company will issue a product replacement within 5 business days.
6. Unexpected Skin Reaction: If a product causes an unexpected negative skin reaction in a consumer, it may be reported to the Seller. The appropriate manufacturer form(s) must be completed, accompanied by a clear picture of the reaction. Upon review and approval, the product may be returned for a credit to the Clinic Partner's account.
7. Product Information and Shelf-Life: Some products may have optimal sell-by dates due to active ingredients and the absence of added preservatives. The sell-by date is published on the packaging to guide the Clinic on the date by which the product should be sold to the end consumer. The consumer then has an additional 12 weeks from this date to use the product with optimal efficacy. The following inventory policies apply to products with sell-by dates:
   1. Retail Long Shelf-Life: Shipped with no less than 2 months remaining to the end of the labeled months.
   2. Retail Short Shelf-Life: Shipped with no less than 1 month remaining to the end of the labeled month.
   3. Professional Products: Shipped with no less than 1 month remaining to the end of the labeled month.