Both parties BeautyGARDE (Company) and Wholesale Customer (Reseller) agree to the following: Product Representation: Reseller must always present BeautyGARDE products for their intended purpose only and no other purpose. Reseller Obligations: Reseller must hold a valid reseller permit for each location. Reseller shall comply with relevant government rules, laws and regulations including that of obtaining licenses and approvals necessary for resale to end-user consumers.

Reseller Ordering and Pricing: Reseller may order Product via the BeautyGarde website. Resellers will be given a 50% Discount Off MSRP and this Discount will be applied at Checkout automatically. NOTE – this automatic discount is active only after Reseller has been accepted into the BeautyGARDE Wholesale.

Orders: Company may reject any order or cancel any order previously accepted if at the discretion of the Company, it is determined that such order will not be paid for in accordance with the terms and conditions set forth in this agreement and the invoice.

Payment: Payments may be made by credit card or PayPal account used in the Checkout process on the Company website. Account will be charged upon Shipment of Order from Company warehouse.

Terms of Suggested Retail Pricing: Each product of the BeautyGARDE brand is assigned an established "Manufacturer Suggested Retail Price" (“MSRP”) for the purpose of resale to the end consumer. Reseller may offer BeautyGARDE products at a price equal to, or above, the MSRP, but may not offer the products for sale at a price less than the SRP. Offering BeautyGARDE products below the SRP will result in the termination of the resale agreement between BeautyGARDE and the Reseller. Such termination would be effective as of the date of the first sale of any BeautyGARDE product that is sold below its respective SRP. In the event of termination of the resale agreement, for the cause stated, above, Reseller agrees to cease the reselling of all BeautyGARDE products, immediately, upon receipt of written notification of the violation of the MSRP policy, by the Company.

Available Product: All Available products are displayed on the BeautyGARDE website. Company assumes no liability or responsibility to furnish any product in any size if production of the product has been terminated and/or the Inventory of the product prevents BeautyGARDE from fulfilling an order.

Return Policy for Incorrect Orders Due to Company Error: If the Company is responsible for the shipping error, a Return Authorization and a credit will be issued. Correct products will then be invoiced and shipped at the Company's expense. Shipping and

Handling: Reseller is responsible for shipping and Handling fees to its designated shipping address.

Relocation of / Addition of Retail Premises: Should a Reseller choose to relocate its retail premises, or to expand to additional retail sites, and desires to continue offering BeautyGARDE brands, a new agreement must be submitted stating the new location address(es). This policy is to assure that BeautyGARDE is offered at the locations that will maintain integrity of its brand and image.

Non-Exclusivity & Territory Non-Exclusivity: BeautyGARDE maintains the right to offer the brand to any business at any location without prior consent from any and/or all present Resellers. The Company does not grant exclusive territories.

Internet and Website Sales: To maintain brand prestige and retail credibility, Reseller is not permitted to offer BeautyGARDE via the Internet EXCEPT on its own retail website. It is specifically prohibited for any Reseller to offer BeautyGARDE products on any and all internet retailing/e-commerce venues, or outlets, such as eBay, Amazon.com, Overstock.com, etc. Reseller may advertise BeautyGARDE on their website encouraging consumers to visit its retail location(s) for product purchase.

No Granting or Transfer of Rights: BeautyGARDE retains all rights to the BeautyGARDE Brand, its marks, its licenses, product formulas and any-and-all Intellectual Property. This Agreement does not transfer nor grant any rights to Reseller, other than to purchase Product from BeautyGARDE and resell said Product per the Terms and Conditions of this Agreement.

Confidentiality: Reseller will not disclose to any third party or use any proprietary or confidential information of Company without prior written permission. Such information includes, but is not limited to, wholesale pricing information, non- published plans for new, reformulated or repackaged products and non-published marketing or sales activities planned by the Company.

Termination: Either party may terminate this agreement upon written notice to the other party, effective upon receipt. Upon termination, Reseller must immediately fulfill any and all outstanding financial obligation to Company. Agreement Term: Agreement remains in effect as long as Reseller’s retail premises and standard of representation remains acceptable to the Company.

Acceptance: Upon placing any wholesale order for BeautyGARDE products via the Company’s website (beautygard.com), Reseller accepts and will adhere to all terms and conditions contained in this agreement. Any violation of the Company’s policies, herein, may result in termination of this agreement.

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