This Professional Reseller Agreement (“Agreement”) is made on today’s date, by and between LightStim, having its principal office address at 16552 Von Karman Ave, Irvine, CA 92606, USA (“LightStim”), and “Professional Reseller” with reference to the following facts:

- LightStim is engaged in the business of manufacturing, distributing, and selling products under the LightStim brand names (“LightStim Products”);
- Professional Reseller is engaged in the business of selling products directly to End-Users (”Customers”);

THEREFORE, the parties, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, hereby agree upon the terns and conditions set forth herein:

Article I. ​​GRANT

Section 1.01​ Non-Exclusive Professional Reseller. LightStim hereby grants Professional Reseller, within the Territory as hereinafter defined, the right to market (using LightStim name, trademarks and service marks (collectively hereinafter “marks”), and its copyrights related to advertising, marketing, and promotional material) and sell LightStim Products directly to End Customers/Consumers, upon the terms and subject to the conditions set forth herein. Professional Reseller understands that this appointment is non-exclusive. Professional Reseller understands that the right to sell LightStim Products relates to End Customers/Consumers only, not to other companies.

Section 1.02 Products Defined. For purposes of this Agreement, the term “Products” shall include all LED light therapy devices, and skincare and accessory products offered by LightStim to other Professional Resellers.

Section 1.03​ Reserved Rights. LightStim expressly reserves the right to engage, supply and work with other Professional Resellers to market LightStim Products.

Article II. ​TERM Section 2.01​ Term & Renewal. Unless sooner terminated in accordance with the terms hereof, the term of this Agreement shall commence as of the date hereof and shall continue in full force and effect for a period of one (1) year; provided, however, that at the expiration of the initial and each renewal term hereof, this Agreement shall be renewed for successive additional periods of one (1) year unless either party shall have delivered to the other notice of its intention not to renew all least thirty (30) days prior to the expiration of the then-current term.

Article III.​ TERRITORY

Section 3.01​ Territory. For purpose of this Agreement, the term “Territory” shall mean the United States, its territories, districts and possessions. Professional Reseller may not ship LightStim Products to customers outside of the United States, or its territories, districts and possessions.

Article IV. ​DUTIES OF PROFESSIONAL RESELLER

Section 4.01​ Price and Terms of Sales. LightStim shall have the absolute right to establish the prices, charges, terms and conditions governing the sales of the Products as outlined on its Price Lists. Professional Reseller agrees to sell at Minimum Advertised Prices that are no less than the prices listed in the product description for each retail product on LightStim’s Professional website. LightStim shall have the right to change or modify its prices and to amend the prices indicated in the price lists from time to time in its sole discretion with thirty (30) days’ prior written notice to Retailer.

Section 4.02​ LightStim Device Warranty. All warranty claims are to be directed to LightStim per the warranty instructions delivered with the LightStim products.

Section 4.03​ 90-Day Satisfaction Guarantee. The 90-Day Satisfaction guarantee as listed on the LightStim.com website is only applicable to retail Internet sales on the official LightStim website. If Professional Reseller desires to offer the 90-Day satisfaction guarantee to their customer, it is the Professional Reseller’s responsibility to refund the purchase price to the customer. Professional Reseller may return the LightStim Product in question to LightStim, and if in original condition, LightStim will supply the Professional Reseller a new replacement product for resale and Professional Reseller is responsible for all shipping costs. LightStim is not responsible for refunding any money to Professional Reseller or their customer for any reason.

Section 4.04​ Use of Name and Marks. This Agreement confers no right to use LightStim’s name, marks, copyrights, patents, designs, or trade dress except as expressly provided herein. Professional Reseller acknowledges and agrees that LightStim’s marks are valid and are owned by LightStim. Professional Reseller agrees that it shall not: (i) challenge the validity or ownership of LightStim’s marks or copyrights, (ii) oppose any application filed by LightStim to register its marks, or (iii) take any action that will negatively impact LightStim’s rights in and to its marks or copyrights. All use by Professional Reseller of LightStim’s marks, as permitted under this Agreement, shall inure to the benefit of LightStim.

Section 4.05 ​Use of Promotional Copy and Images. Professional Reseller cannot make any claims other than what is listed on LightStim’s official website. (www.LightStim.com). Professional Reseller may copy images and/or text from the official LightStim website for the purpose of promoting LightStim treatments and products offered by Professional Reseller on their own website. All copied LightStim materials must maintain LightStim branding and should not be modified. Professional Reseller may copy images or text from the official LightStim website for the purpose of creating their own promotional printed materials. All printed, promotional items that include LightStim materials must maintain LightStim branding and have written approval from LightStim before Professional Reseller may print. LightStim grants the Professional Reseller the right to use the specified copyrighted materials on their own website, and on printed materials only with written approval from LightStim. If there are updates on the LightStim website, Professional Reseller agrees to update it’s promotional materials and as stated above must have written approval from LightStim on all printed promotional materials.

Section 4.06​ Purchase of Product. Professional Reseller will purchase from LightStim, and LightStim will sell to Professional Reseller at prices listed on the LightStim Professional Website. LightStim will have the Products ready to ship within five (5) business days of receiving Professional Reseller’s order with payment confirmation, excluding any items that are back ordered.

Section 4.07​ Online Marketing. Professional Reseller SHALL NOT engage, directly or indirectly, in any online marketing activity, using or related to the Products or LightStim brand names such as, for example, paid or unpaid search including, but not limited to, pay-per-click, search engine optimization, and affiliate networks.

Section 4.08​ Ecommerce. In order to protect the prestigious image of the LightStim luxury brand, and/or LightStim’s own online agreements, Professional Reseller agrees to not sell LightStim Products on the Internet, including online auction and/or discounting websites including, but not limited to, eBay.com, Amazon.com, Overstock.com, or any other website. ANY SELLING OF LIGHTSTIM PRODUCTS BY PROFESSIONAL RESELLER ON THE INTERNET DAMAGES THE GOODWILL OF COMPANY’S MARKS AND BRAND(S) AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT BY PROFESSIONAL RESELLER.

Article V. ​ASSIGNMENT

Section 5.01​ No Assignment. Professional Reseller shall not assign this Agreement or any of its rights, privileges, or obligations hereunder to any other person, firm or corporation without the prior written consent of LightStim. This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of the parties.

Article VI.​ TERMINATION AND DAMAGES

Section 6.01​ General. This Agreement may be terminated and the transactions contemplated hereby may be abandoned as follows:
a) By mutual consent of the parties;
b) By either party if any court of competent jurisdiction in the United States (US) or other US governmental body shall have issued an order, decree or ruling, taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby;
c) By LightStim if Professional Reseller shall: (a) make a general assignment for the benefit of creditors, or (b) file or have filed against it a petition for bankruptcy, for reorganization, or for the appointment of a receiver, trustee or similar creditors’ representative for the property or assets of such party under any federal or state insolvency law, which, if filed against such party, has not been dismissed or discharged within ninety (90) days thereof;
d) By LightStim after it judges Professional Reseller’s sales efforts to be unsatisfactory after a review is conducted by LightStim at its own discretion upon thirty (30) days’ prior written notice, or immediately in the event that Professional Reseller commits a material breach of any provision of Article IV of this Agreement, which such breach or breaches the parties agree shall be deemed material breaches of this Agreement;
e) By the Professional Reseller, at any time after having sold all LightStim products for which it has taken possession.

Article VII. ​BREACH

Section 7.01​ Professional Reseller acknowledges and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by Professional Reseller and that LightStim shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by Professional Reseller of this Agreement, but shall be in addition to all other remedies available at law or equity to LightStim.

Section 7.02 ​In the event that Professional Reseller shall breach the provisions of Article IV hereof, the parties agree that the damage to the business and reputation of LightStim and its products will be difficult to determine. Professional Reseller hereby agrees that any breach of any provision of Article IV hereof would cause significant material monetary harm to LightStim. Accordingly, in the event of such breach, Professional Reseller agrees that it shall pay to LightStim, no later than fifteen (15) days from the date on which any breach of Article IV occurs, liquidated damages equal to $250,000. The parties agree that the foregoing is intended to constitute liquidated damages, and not a penalty. The parties hereby agree (1) that the foregoing liquidated damages clause is reasonable and necessary in light of the relationship between the parties, (2) all amounts due and owing to LightStim for all expenses incurred by LightStim in successfully enforcing this Section, including, without limitation, attorney’s fees and court costs.

Section 7.03​ It would be considered a breach if LightStim Products sold to Professional Reseller ends up on the Internet for sale by any person or company, particularly if such company can be connected to Professional Reseller in any way. Professional Reseller does not have the right to sell to other companies, or individuals acting as a company.

Section 7.04 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, including, without limitation, any claim that this Agreement, or any part thereof, is invalid, illegal or otherwise voidable or void, shall be submitted to final and binding arbitration, and judgment upon the award may be entered in any court having jurisdiction thereof; provided, however, that this clause shall not be construed to limit any rights which either party may have to apply to any court of competent jurisdiction for injunctive or other provisional relief. This Arbitration provision shall be deemed self-executing, and in the event that either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear. Such Arbitration shall be conducted in the county of Orange, California.

I have read the TERMINATION AND DAMAGES section, understand it, and have had the opportunity to seek legal advice if I so chose.

Article VIII. ​INTEGRATION OF AGREEMENT

Section 8.01​ Entire Agreement. This Agreement constitutes the entire agreement between the parties with reference to the subject matter hereof and supersedes all prior negotiations, understanding, representations and agreements, written, oral, or implied, if any. Each of the parties acknowledges that it is entering into this Agreement as a result of its own independent investigation and not as a result of any representations of any other party not contained herein.

Article IX. ​MISCELLANEOUS
Section 9.01​ Construction and Interpretation.

a) This Agreement is to be constructed in accordance with the laws of the State of California.
b) This titles and subtitles of the various sections and paragraphs of this Agreement are inserted for convenience and shall not be deemed to affect the meaning or construction of any of the terms, provisions, covenants and conditions of this Agreement.
c) The language in all parts of this Agreement shall in all cases be constructed simply according to its fair meaning and not strictly for or against either party.
d) It is agreed that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning, which renders it valid.

Section 9.02​ Notices. Any notice or consent required by this Agreement shall be in writing and either personally delivered or transmitted by mail to such party at its address specified on the first page of this Agreement or to such other address, fax number, or e-mail address as such party may designate by notice given in accordance herewith. Such notices shall be deemed delivered on the date of receipt if delivered personally or by mail, or on the date of its transmission if by fax or e-mail unless transmitted after 5:00pm local time where it is received, in which case it is deemed to have been delivered on the next business day where it is received.

Section 9.03 ​Modifications and Waivers. Neither this Agreement nor any provision thereof may be modified, waived, discharged or terminated orally, but only in writing signed by the party to be charged. A waiver of any provision by either party to this Agreement shall be valid only in the instance for which given and shall not be deemed continuing; further, any such waiver shall not be constructed as a waiver of any other provision of this Agreement.

Section 9.04 ​Further Assurances. Each party of this Agreement represents, agrees and warrants that it will perform all other acts and execute and deliver all other documents that may be necessary or appropriate to carry out the intent purposes of this Agreement.

Section 9.05​ Severability. Nothing contained in this Agreement shall be construed as requiring the commission of any act contrary to law. Whenever there is any conflict between any provision of this Agreement and any present or future statute, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail, but in such event the provision of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. In the event that any part, article, paragraph, sentence or clause of this Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the entire Agreement shall not fail on account thereof and the balance of the Agreement shall continue in full force and effect. If any arbitration tribunal or court of competent jurisdiction deems any provision hereof (other than for the payment of money) unreasonable, said arbitration tribunal or court may declare a reasonable modification thereof and this Agreement shall be valid and enforceable and the parties hereto agree to be bound by and perform the same as thus modified.

Section 9.06 ​Counterparts. This Agreement may be executed in any number of counterparts and delivered to the parties by any means including mail, courier service, personal delivery, fax, or e-mail, and each counterpart is deemed to be an original and all of them together are to be deemed to be on and the same instrument.

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