Service and License Agreement - Revised January 16^st, 2025

This Service and License Agreement (the “Agreement”) is entered as of the Effective Date by and between Skin Type Solutions Licensing, LLC (“STS”, “we”, “our”), a Florida limited liability company having an address of 7257 NE 4^th Ave, Miami, FL 33138, and the Licensee identified in the Service Order attached hereto (“Licensee”, “you”, “your”) as described immediately below.

Definitions

See Appendix A

Now therefore the Parties agree as follows;

1 – Grant of License - We hereby grant to you, and you hereby accept, a non-exclusive, limited license to access and use the Services listed on the Service Order during the Term of this Agreement.   

2 - Permitted Uses; Confidentiality - Because of the proprietary and confidential nature of aspects of the Services and IP, you agree that the Services and IP: will not be disclosed to, or shared with any third party without express prior written approval by us or as contemplated in this Agreement; will not be decompiled or “reverse engineered”; will not be copied (in whole or part), and will not be incorporated in any work (questionnaire, brochure/pamphlet or the like, website, mobile app) in any form (digital, print or otherwise) that you create (or that others create for you). For clarity, you may only use trademarks or service marks of STS in the form and media as provided by us. Except as provided in this Agreement, you agree (a) not to sell, resell, license, sublicense, distribute, or make available the Services or the IP,  (b) not to use the IP) to store or transmit (i) infringing, libelous, or otherwise unlawful or tortious material, or (ii)  material in violation  of   third-party  privacy rights, (c)  not to modify, interfere with or disrupt  the integrity or performance of any service or product provided by STS, and (d) not to permit direct or indirect access to or use of the Services or IP in a way that circumvents a contractual usage limit (i.e., to more concurrent users than authorized).

3 - Ownership/Enforcement of IP - By using the IP, you will not acquire any right, title or interest in the IP.  To the extent that you suggest an improvement to the Services and IP or create (or others create for you) a work that incorporates, is based on, is substantially similar to, or is derived from the Services of the IP, you agree that STS will own all rights in any such work or improvement and agree to cooperate with STS (at its expense) to take necessary steps to further document the same.  Subject to applicable federal, state, and local rules and regulations, including but not limited to HIPAA, you further agree that (i) STS will have all rights in and to data collected or compiled through or in connection with use of the IP; (ii) you will not, directly or indirectly, challenge or contest the validity of any IP; (iii) you will cooperate with STS, at the expense of STS, in curtailing unauthorized uses of the Services or the IP.   

4 - Fees; Payment; Suspension - Fees are due and payable as set forth in the Service Order executed by Licensee. Store Setup Fees collected are non-refundable. All subscription plans are non-refundable. STS will charge your credit card in accordance with the Fee obligation of Licensee on or around subscription anniversary date each month or each year based on selected renewal plan. If your payment does not process within three days of the due date, upon 7 days’ notice to cure to Licensee and if such nonpayment is not cured and paid in full, we may, without limiting its other rights and remedies, suspend your access to the IP until payment in full in received. Once Licensee is suspended, you will lose the ability to transfer aggregated funds in your Earnings account until your account is cured and paid in full. In addition, your injectable and skincare accounts may also be suspended. You understand and agree that you still owe that payment. Taxes may be included in a payment owed by Licensee or invoiced to you at a later date. Licensee agrees to pay any Taxes, unless you provide us with a valid tax exemption certificate. If your payment does not process within 60 days of the due date, your account will be closed, forfeiting aggregated funds in your Earnings account and will require an additional setup fee to reopen any previously closed account.

5 - One Subscription/License Per Office; Usage Limitations - If you have two or more office locations that require transactional tracking, each office will be a separate Service Order.  Licensee agrees that STS may audit its use of Services and IP.  In the event that STS determines that Licensee is in breach of this Agreement, STS may suspend Licensee’s rights to use the Services until the breach is cured, or, if appropriate, require, and you agree to enter, a new agreement and also to pay any invoice for excess usage.  

6- Term; Renewal; Termination - Unless otherwise set forth herein, this Agreement shall continue in effect for a period described on the Service Order (the “Term”); and will automatically renew for additional periods unless written notice of termination is provided by you to STS or by STS to you at least thirty (30) days prior to the end of the then-current Term. Upon termination or non-renewal, location and provider links will be inactivated, premium shopping domain will be redirected and transferred to Licensee and injectable accounts will be inactivated and/or closed.  

7- Misuse of Services or IP - Any default of Licensee with respect to the Services or IP and use of the same in a manner inconsistent with this Agreement will cause irreparable damage to STS. In addition to STS lawful rights and remedies, upon learning of a default, STS may immediately terminate Licensee’s access to the Services and IP.  STS may file an action in court seeking equitable (e.g., injunctive) relief without the necessity of posting a bond, which will be heard by the state or federal courts in Miami, Florida, applying Florida law, without regard to conflict of law rules.  No failure or delay by STS in exercising any right under this Agreement will constitute a waiver of that right in the future.

8- Limitation of Liability - In no event shall (a) the aggregate liability of either Party to the other exceed the total amounts paid by you (i.e. as license fees) for the prior 12 months or (b) either Party have any liability to the other Party for any lost profit, revenue, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, regardless of the theory of liability.  Licensee understands and agrees that STS is not providing medical advice, and that there is no doctor/User relationship between STS and Licensee’s User.  You understand and agree that use of the STS System does not guarantee results (desired improvements in one or more skin attributes) and does not represent that the desired improvements can/will be achieved, or the time required to achieve such improvement(s).  

9- Availability of Online Services and IP -  STS will use commercially reasonable efforts to make the Services and IP available for access twenty-four (24) hours a day, seven (7) days a week, except for planned periods of maintenance (which STS will try to schedule during hours of non-peak usage) or an event beyond the control of STS, including fire, flood, adverse weather or other events of nature (including but not limited to earthquakes, hurricanes and tornadoes), labor strike, civil unrest or disturbance, act of terrorism, failure of utility or similar services, or any event where a communications network, data processing system or computer system used in conjunction with the STS System is rendered wholly or partially inoperable due to “malicious code” on Licensee’s device (e.g., viruses, worms, time bombs and Trojan horses), “bugs” in STS application software, or incompatibility of STS application software with updates or changes to a computer/mobile device operating system.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

10- Changes in Approved Products/Content/Features/Functionality - STS may, from time to time, utilize technologies, services, products developed by STS or provided by third parties and will obtain the right to do so (e.g., by license).  If such a license expires or is canceled, or STS receive information that the technologies, services, and/or products provided under this Agreement may violate applicable law or third-party rights, STS will notify you and ask that you discontinue use of the same. If you do not take the requested action, you agree that STS may disable/remove the content/feature/functionality or stop including as an Approved Product a previously Approved Product. Licensee agrees that this Agreement is not contingent on STS providing in the future certain functionality or features or making certain content or Approved Products available or approved in the future. STS may, at its sole discretion, modify, change, improve, substitute or vary functionality, features, content, and/or products Approved or made available under this Agreement, including, but not limited to, adding or removing Approved Products or changing the Digital Skin Type Questionnaire.

11- Dispute Resolution - Any dispute between Licensee and STS arising out of this Agreement shall be resolved by arbitration administered by the AAA in its Miami, Florida office by one arbitrator appointed by AAA, who shall hear and resolve the dispute in accordance with the then-current commercial arbitration rules of the AAA.  Each Party will bear its own costs and one-half the cost of the arbitration; however, the arbitrator may order the non-prevailing Party to pay the fees and expenses of the arbitration itself (e.g., administrative fee; arbitrator’s fee) but not any attorneys’ fees.  The arbitrator’s decision shall be enforceable in any court of competent jurisdiction.

12- Notices - Notification of suspension, breach, termination, dispute shall be sent in writing and will be effective as follows: (a) hand delivery – immediately upon delivery; (b) email –  upon recipient acknowledging receipt in a reply email; (c) overnight courier service (FedEx, USPS Priority Mail, UPS) – date of receipt; (d) registered or certified mail, return receipt requested – three (3) calendar days after mailing.

13- General Provisions - This Agreement is the entire agreement between Licensee and STS.  No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. STS and Licensee are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between STS and Licensee. There are no third-party beneficiaries under this Agreement.  Except as provided herein, neither Party may assign any rights or obligations hereunder, without the other’s prior written consent (not to be unreasonably withheld or delayed).

Appendix A

General Definitions

AAA – American Arbitration Association.

Affiliate – any entity or person that controls, is controlled by, or is under common control with a Party.

Authorized User – designated person of Licensee who is granted access, to proprietary software pursuant to the terms and conditions of this License Agreement.

HIPAA – Health Insurance Portability and Accountability Act of 1996, as amended

IP – all the software owned or licensed by Licensor that Licensee is authorized to use under its Agreement.

Licensee - the person or entity who or that has executed the Service Order attached hereto.

Practice – physical location where the system is operated.

Party – each of STS Licensing, LLC and Licensee.

Provider – a physician or staff member associated with Licensee.

Service Order – the executed order for Services governed by this Service and License Agreement.

STS – STS Licensing, LLC. 

Taxes – value-added, sales, use or withholding taxes.

Term – length of time subscription is active from the Effective Date.

User – a patient and/or customer of Licensee.

Products and Services

STS+ - program name for online retail store

Approved Product – a skincare product, including, without limitation, a cream, lotion, gel, serum, spray or foam, that (a) contains ingredients (i) listed in the International Nomenclature of Cosmetic Ingredient Dictionary published by the Personal Care Products Council, (ii) ingredients that have been approved as an over-the-counter drug monograph for use on human skin, and, or (iii) which are being considered for such designation (under a tentative final OTC monograph) by the US Food and Drug Administration, and that (b)  that has been evaluated and determined by STS to be effective for achieving and maintaining desired improvements in a population of patients with specific skin type(s); includes products generally recognized as safe and effective by the US Food and Drug Administration (FDA) for use in self-treatment by a User and covered by an FDA over-the-counter drug monograph.

Baumann Skin Types System - a skin-type classification system defining 16 skin personalities developed by Dr. Leslie Baumann. It identifies four key skin attributes (dry/oily, sensitive/resistant, pigmented/non-pigmented and wrinkle-prone/tight). Combining these results in 16 possible types.

Skin Type Questionnaire – aka Skin Type Quiz, a scientifically validated questionnaire for determining the Baumann Skin Type of the User answering the questions.

Intelligent Skincare Recommendation Technology - Based on the Baumann Skin Types System and Skin Type Questionnaire, it is powered by a complex and unique algorithm that takes questionnaire results and considers ingredients, formulation, and layering to generate a unique skincare regimen that will solve a patient’s unique set of skin issues.

Regimen Management System (RMS) – web-based software application used by Provider to manage products, ordering, and conducting the skincare consultation.

Mobile App – mobile app software that can be accessed and used on a tablet or phone of User’s Android and iOS mobile device which enables User to: (a) complete the Skin Type Questionnaire; (b) view his/her customized skincare regimen (created by Licensee), including changes to regimen over time; and (c) directly purchase Approved Products. 
Location Link – an affiliate parameter to track Practice location online sales.

Provider Link - an affiliate sub-parameter to track Provider online sales through individual practice location.

STS+ Online Store – an affiliated ecommerce shopping experience via skintypesolutions.com hosted by STS for sales by Licensee or its Affiliates of Approved Products. Customization includes adding the Practice name and logo. Sales and reporting are managed through its Dashboard. Fulfillment services provided by STS.

In-Office Savings Program – reduced pricing for skincare and injectable products from a variety of brands. This program is not guaranteed and subject to change based on Brand discretion. 

Retail In-Office Display – a predefined store display that includes the STS logo and trademarks, customized to fit inside of a Practice designed to market Licensee’s retail store to Users. 

Remote Support - phone/video call, email, or similar meeting interaction to be scheduled during normal business hours (9:00 am to 5:00 pm EST or EDT) with a support contact to answer customer questions and provide step-by-step instructions on system features.

Customer Service – phone/email support for User online orders provided STS.

Fulfillment Service – warehouse management of Approved Products and shipping supplies, order handling and shipping for User online orders provided by STS.

Services – any, some or all the following services provided by STS to Licensee and/or its Users: Regimen Management System, Remote Support, Customer Service, Fulfillment Service, Staff Training, the STS In-Office App, the Patient Mobile App, STS Online Store, and Brand Partnership Savings Program.

Staff Training – means either or both of (a) introductory electronic education and training regarding the operational aspects of the STS System (Initial Staff Training); (b) follow-on education and training regarding updates and new features, functions, and content; which education and training shall be provided via a cloud-hosted e-learning system. 

Appendix B

Service Order

STS+ Starter Membership Plan – $99/month billed monthly, or $999/year billed annually + $2,000 setup fee. Includes Inventory & Fulfillment, Customer Email Marketing, Customer Support, and In-Office Savings Program. Earnings are calculated at 30% Gross - see Transaction Earnings for calculation details. Includes 10 orders per calendar month. Each additional order is billed at $10/order.

STS+ Advanced Membership Plan – $249/month billed monthly, or $2999/year billed annually + $2,000 setup fee. Includes Inventory & Fulfillment, Customer Email Marketing, Customer Support, and In-Office Savings Program. Earnings are calculated at 35% Gross - see Transaction Earnings for calculation details. Includes 25 orders per calendar month. Each additional order is billed at $10/order.

STS+ Pro Membership Plan - $499/month billed monthly, or $4999/year billed annually + $2,000 setup fee. Includes Inventory & Fulfillment, Customer Email Marketing, Customer Support, and In-Office Savings Program. Earnings are calculated at 40% Gross - see Transaction Earnings for calculation details. Includes 50 orders per calendar month. Each additional order is billed at $10/order.

Inventory & Fulfillment – STS manages inventory for published brands and fulfills User orders. Pricing for Cost of Goods Sold is based on the manufacturer published wholesale price. Published brands are subject to change.

Brand Retail Availability – Each brand has their own set of requirements for STS Clients to be approved to retail their products in-office and/or online through their STS Online Store. You must meet these requirements in order to retail in-office and/or online for that specific brand. STS does not guarantee you will qualify for any specific brand requirements.

Customer Email Marketing - STS will market to Users who engage with the Online Store when Joining, Taking the Quiz, or Purchasing Product. Marketing includes, but is not limited to, educational and promotional marketing. Users can unsubscribe at any time. Upon termination of license, you may request us to cease marketing to your Users with a written notice.

In-Office Savings Program – You may qualify for reduced price in-office skincare products and injectable products by purchasing through STS. This program is not guaranteed and subject to change. Once you are onboarded, a request can be made for an In-Office Product Pricing List. In-Office skincare products are a fixed reduced price under wholesale for applicable Brands. In-Office Injectable product pricing varies based on your current volume and status with each injectable brand. If you choose to order through STS at the reduced rate, an account will be created under each associated brand which may take 24-72 hours and up to 10 days. STS does not offer Terms and orders placed with STS through this program are required to be paid in full at the time of order. Savings will be reflected at the time of invoice. You may qualify for additional quarterly rebates for specified brands when meeting purchasing thresholds.

Transaction Earnings – “Earnings Payout” is calculated based on your specific plan. “Plan Earnings” range from 30% with the Starter Plan, 35% with the Advanced Plan and 40% with the Pro Plan. “Gross Earnings” are first calculated by the Gross transaction total (before discounts or incentives) multiplied by the “Plan Earnings”. Any and all customer incentives such as discount coupon codes, Free Shipping, and reward redemptions are deducted from Gross Earnings to determine final Earnings Payout. Free Shipping deduction is a flat rate of $7.95 per order.  STS collects and pays Sales Tax for all applicable states.

Cancelling or Transitioning Plans - If you are currently subscribed to a legacy plan such as Standard, Premium or Professional, you may transition to a current plan with written notice. If a plan is cancelled, service will end at its term. If a plan is downgraded, the revised plan fee will be due at the end of the current term. If a plan is upgraded, the revised plan fee difference will be billed on the 1^st of the following month.

In-Office Exclusive Products Restrictions – In-Office Exclusive Products are defined as brands that are exclusive to Skin Type Solutions and may not be sold on any other online platform outside of your STS Online Store. These brands are currently Zerafite, PAORR, Essopi, and Element 47. STS may suspend or terminate License for violating restrictions.

Appendix C

HIPAA BUSINESS ASSOCIATE ADDENDUM

                   This HIPAA Business Associate Addendum (“Addendum”) supplements and is made a part of the Skin Type Solutions Service and License agreement (“Agreement”) by and between the Licensee (“Covered Entity”) or (“CE”) and Skin Type Solutions Licensing System, LLC, the Business Associate (“Associate”), and is effective as of the date of the Agreement (the “Addendum Effective Date”).

RECITALS  

1. CE may disclose certain information (“Information”) to Associate and Associate may disclose Information to the CE pursuant to the terms of the Agreement, some of which may constitute Protected Health Information (“PHI”).
2. CE and Associate intend to protect the privacy and provide for the security of PHI disclosed to the other pursuant to the Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (“HIPAA”) and regulations promulgated thereunder by the U.S. Department of Health and Human Services (the “HIPAA Regulations”) and other applicable laws.
3. The purpose of this Addendum is to satisfy certain standards and requirements of HIPAA and the HIPAA Regulations, including, but not limited to, Title 45, Section 164.504(e) of the Code of Federal Regulations (“CFR”), as the same may be amended from time to time.

In consideration of the mutual promises below and the exchange of information pursuant to this Addendum, the parties agree as follows:

1. Definitions.

• a. “Business Associate”  shall have the meaning given to such term under the HIPAA Regulations, including, but not limited to, 45 CFR Section 160.103.
• b. “Covered Entity”  shall have the meaning given to such term under HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR Section 160.103.
• c. “Protected Health Information” or “PHI” means any information, whether oral or recorded in any form or medium:  (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual, and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, and shall have the meaning given to such term under HIPAA and the HIPAA Regulations, including, but not limited to 45 CFR Section 164.501.  [45 CFR § 160.103; 45 CFR § 501]

2. Obligations of Associate and CE.

• a. Permitted Uses and Disclosures.   Associate and/or CE may use and/or disclose Information received pursuant to this Agreement solely in accordance with the specifications set forth in Exhibit A, which is incorporated herein by reference.  In the event of any conflict between this Agreement and Exhibit A, this Agreement shall control.  [45 CFR § 164.504(e)(2)(i)]
• b. Nondisclosure.   Associate and CE shall not use or further disclose Information otherwise than as permitted or required by this Agreement or as required by law.  [45 CFR § 164.504(e)(2)(ii)(A)] 
• c. Safeguards.  Associate and CE shall use appropriate safeguards to prevent use or disclosure of Information otherwise than as provided for by this Agreement.  [45 CFR § 164.504(e)(2)(ii)(B)] Associate and CE shall maintain a comprehensive written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the Associate and CE’s operations and the nature and scope of its activities.
• d. Reporting of Disclosures.   Associate and CE shall report to to the other any use or disclosure of Information otherwise than as provided for by this Agreement of which Associate becomes aware.  [45 CFR § 164.504(e)(2)(ii)(C)]
• e. Associate and CE’s Agents.   Associate and CE shall ensure that any agents, including subcontractors, to whom it provides Information received from (or created or received by Associate or CE on behalf of) shall agree to the same restrictions and conditions that apply to Associate and CE with respect to such Information.  [45 CFR § 164.504(e)(2)(D)]
• f. Availability of Information to Associate and CE.   Associate and CE shall make available to the other such Information as may be required to fulfill the obligations to provide access to, provide a copy of, and account for disclosures with respect to Information pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR Sections 164.524 and 164.528.  [45 CFR § 164.504(e)(2)(E) and (G)]
• g. Amendment of Information.   Associate and CE shall make their respective Information available to the other may be required to fulfill their respective obligations to amend Information pursuant to HIPAA and the HIPAA Regulations, including, but not limited to, 45 CFR Section 164.526 which shall, as directed, incorporate any amendments to records maintained.  [45 CFR § 164.504(e)(2)(F)]
• h. Internal Practices.   Associate and CE shall make its internal practices, books and records relating to the use and disclosure of Information received from the other (or created or received on behalf of the other) available to the Secretary of the U.S. Department of Health and Human Services for purposes of determining compliance with HIPAA and the HIPAA Regulations.  [45 CFR § 164.504(e)(2)(H)]
• i. Notification of Breach.   During the term of this Agreement, Associate and CE shall notify the other within twenty-four (24) hours of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of Information and/or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations.   Associate and CE shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations.  [This provision should be negotiated.]

3. Obligations of CE and Associate.  CE and Associate shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of Information transmitted to the other pursuant to this Agreement, in accordance with the standards and requirements of HIPAA and the HIPAA Regulations, until such Information transmitted is received.  Any specifications defining the point of receipt of Information shall be set forth in Exhibit A.

4. Audits, Inspection and Enforcement.  From time to time upon reasonable notice, upon a reasonable determination by CE and/or Associate that the other has breached this Agreement, the party claiming breach may inspect the facilities, systems, books and records of the other to monitor compliance with this Addendum.   If either CE or Associate has breached this Agreement, it shall promptly remedy any violation of any term of this Addendum and shall certify the same to the other in writing.  The fact that CE or Associate inspects, or fails to inspect, or has the right to inspect, the other’s facilities, systems and procedures does not relieve the parties hereof of its responsibility to comply with this Addendum, nor does CE or Associate’s (i) failure to detect or (ii) detection, but failure to notify the other or require the other’s remediation of any unsatisfactory practices constitute acceptance of such practice or a waiver of CE’s enforcement rights under this Agreement. 

5. Termination.

• a. Material Breach.  A breach by Associate or CE of any provision of this Addendum, as determined by the non-breaching party, shall constitute a material breach of the Agreement and shall provide grounds for immediate termination of the Agreement pursuant to this the terms hereof.  [45 CFR § 164.504(e)(2)(iii)]
• b. Reasonable Steps to Cure Breach.  If CE or Associate knows of any act or practice of the other that constitutes a material breach or violation of the obligations under the provisions of this Addendum or another arrangement and does not terminate this Agreement pursuant to Section 4(a), then the breaching party shall take reasonable steps to cure such breach or end such violation, as applicable.  If the breaching party’s efforts to cure such breach or end such violation are unsuccessful, the other shall either (i) terminate this Agreement, if feasible or (ii) if termination of this Agreement is not feasible, shall report Associate’s breach or violation to the Secretary of the Department of Health and Human Services.   [45 CFR § 164.504(e)(1)(ii)]
• c. Judicial or Administrative Proceedings.   Either party may terminate this Agreement, effective immediately, if (i) the other party is named as a defendant in a criminal proceeding for a violation of HIPAA or (ii) a finding or stipulation that the other party has violated any standard or requirement of HIPAA or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined.
• d. Effect of Termination.  Upon termination of this Agreement for any reason, Associate shall return and destroy all Information received (or created or received) that is still retained in any form, and shall retain no copies of such Information or, if return or destruction is not feasible, it shall continue to extend the protections of this Agreement to such information, and limit further use of such Information to those purposes that make the return or destruction of such Information infeasible.  [45 CFR § 164.504(e)(2)(I)]

6. Indemnification. Associate and CE hereby indemnify, hold harmless and defend the other from and against any and all claims, losses, liabilities, costs and other expenses incurred as a result of, or arising directly or indirectly out of or in connection with: (i) any misrepresentation, breach of warranty or non-fulfillment of any undertaking on the part of the party under this Agreement; and (ii) any claims, demands, awards, judgments, actions and proceedings made by any person or organization arising out of or in any way connected with the party’s performance under this Agreement.
7. Disclaimer. CE and Associate each makes no warranty or representation that compliance by the other with this Addendum, HIPAA or the HIPAA Regulations will be adequate or satisfactory for their own respective purposes or that any information in possession or control, or transmitted or received, is or will be secure from unauthorized use or disclosure. Each party hereof is solely responsible for all decisions they make regarding the safeguarding of PHI.
8. Certification. To the extent that CE and Associate determine that such examination is necessary to comply with the others legal obligations pursuant to HIPAA relating to certification of its security practices, CE and Associate or their respective authorized agents or contractors, may, at their own expense, examine the other’s facilities, systems, procedures and records as may be necessary for such agents or contractors to certify that the security safeguards comply with HIPAA, the HIPAA Regulations or this Addendum.
9. Amendment.

• a. Amendment to Comply with Law.  The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Agreement may be required to provide for procedures to ensure compliance with such developments.  The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HIPAA Regulations and other applicable laws relating to all issues of security or confidentiality.   The parties understand and agree that each must receive satisfactory written assurance of adequate safeguard of all Information that it receives or creates pursuant to this Agreement.  Upon a parties request, each party hereof agree to promptly to enter into negotiations concerning the terms of an amendment to this Agreement embodying written assurances consistent with the standards and requirements of HIPAA, the HIPAA Regulations or other applicable laws.   The requesting party may terminate this Agreement upon 5days written notice in the event (i) the other does not promptly enter into negotiations to amend this Agreement when requested pursuant to this Section or (ii) an amendment to this Agreement providing assurances regarding the safeguarding of Information that the requesting party is not executed that the requesting party, in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA and the HIPAA Regulations.
• b. Amendment of Exhibit A.  Exhibit A may be modified or amended by mutual agreement of the parties at any time without amendment of this Agreement.

10. Assistance in Litigation or Administrative Proceedings.  Associate and CE shall make itself, and any subcontractors, employees or agents assisting the other in the performance of its obligations under this Agreement, available at no cost, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against a party hereof, its directors, officers or employees based upon claimed violation of HIPAA, the HIPAA Regulations or other laws relating to security and privacy, except where Associate or its subcontractor, employee or agent is a named adverse party.
11. No Third-Party Beneficiaries.   Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than CE and Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
12. Effect on Agreement.   Except as specifically required to implement the purposes of this Addendum, or to the extent inconsistent with this Addendum, all other terms of the Agreement shall remain in force and effect.
13. Interpretation. This Addendum and the Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA, HIPAA Regulations and applicable state laws.  

          The parties agree that any ambiguity in this Addendum shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the HIPAA Regulations.

          IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as of the Addendum Effective Date.

 Orders:

Exhibit A 

PERMITTED USES AND DISCLOSURES

                  This Exhibit sets forth the permitted uses and disclosures of Information pursuant to Section 2 of the Addendum to the Agreement.   This Exhibit may be amended from time to time as provided in the Addendum.

1. Purpose(s) of Disclosure.  The purpose(s) for which Information are as follows: 

To determine Patient’s Baumann Skin Types and to recommend customized skin care advice and appropriate products to implement; to provide advice and guidance with respect to cosmetic procedures using fillers sold by Allergan, Galderma and Merz.

2. Information to be Disclosed. The following Information will be disclosed in accordance with the terms of the Agreement: 

Names, addresses and email address of patients; skin types of patients; information as to what regimens and skin care products should be recommended to patients in accordance with their Baumann skin types; skin conditions and patient skin issues; questions as to how to properly treat and apply aesthetic products to patients.

3. Permitted Uses and Disclosures of Information. All individual patient formation may not be disseminated however, CE may aggregate the Information of many patients without accrediting the Information to specific patients.  Associates has an obligation of confidentiality with respect to regimens and customized skin care advice in that such information is available to its patients, families and friends.

Aggregating Information is the combining of information obtained from Associate and other Skin Type Solutions licensees to permit data analyses.

4. Subcontractor(s).  All subcontractor(s) in performing any obligations under the Agreement shall be identified as follows: 

Skin Type Solutions Supply Co, LLC and Baumann Cosmetic and Research Institute, Inc.                                                     

5. Use for Management and Administration.  CE and Associate may use Information received for the proper management and administration of its business, if such disclosure is necessary (i) for the proper management and administration thereof or (ii) to carry out its legal responsibilities.   [ 45 CFR § 164.504(e)(4)(i)]

Receipt. Receipt of Information pursuant to the transactions contemplated by this Agreement shall be deemed to occur upon the execution date of the Skin Type Solutions Service and License agreement.