Skin Type PRO Terms of Service

Service and License Agreement — Revised April 1st, 2026

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 4th 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: The American Arbitration Association.
Affiliate: A legal entity that controls, is controlled by, or is under common control with a Party.
Authorized User: An individual employed by or under contract with Licensee who is permitted by Licensee to access and use the Services on Licensee’s behalf.
HIPAA: The Health Insurance Portability and Accountability Act of 1996, as amended, together with its implementing regulations.
IP: All intellectual property of STS, including without limitation patents, trademarks, service marks, copyrights, trade secrets, know-how, software, content, questionnaires, recommendation algorithms and related documentation.
Licensee: The Practice or other legal entity identified on the Service Order that has entered into this Agreement with STS.
Practice: A medical or aesthetic practice, clinic, medspa, dermatology office or similar physical location at which Licensee delivers care or services to Users.
Party / Parties: STS and Licensee, individually and collectively.
Provider: A licensed clinician (physician, nurse practitioner, physician assistant, registered nurse, esthetician or similar) employed by or affiliated with Licensee who delivers care to Users.
Service Order: The order form executed by Licensee identifying the Services purchased, applicable Fees, and the Term.
STS: Skin Type Solutions Licensing, LLC, a Florida limited liability company.
Taxes: All sales, use, value-added, excise, withholding and similar taxes, duties, levies and assessments imposed by any governmental authority on the Services, excluding taxes on STS’s net income.
Term: The initial term of this Agreement set forth on the Service Order, plus any renewal terms in effect.
User: An end-patient or consumer of Licensee who interacts with the Services (e.g., by completing a Skin Type Questionnaire or receiving a regimen recommendation).

Products and Services

STS+: The Skin Type Solutions PLUS platform, including digital tools, content, and the in-office program made available to Licensees.
Skin Type PRO: The professional-tier subscription product offered by STS to Practices and Providers, encompassing the dashboard, recommendation engine, fulfillment integrations, and patient-facing portal.
Approved Product: A skincare product made available through the Services and approved by STS for inclusion in regimen recommendations.
Baumann Skin Types System: The proprietary 16-skin-type classification system created by Dr. Leslie Baumann and licensed to STS.
Skin Type Questionnaire: The proprietary diagnostic questionnaire used to identify a User’s Baumann Skin Type.
Intelligent Skincare Recommendation Technology: The recommendation engine and supporting algorithms used by STS to generate personalized regimens for Users.
RMS: Regimen Management System — the in-portal interface for building, editing and assigning patient regimens.
Mobile App: The Skin Type Solutions consumer mobile application.
Location Link: A unique URL associated with a Practice location used to route Users to that location’s store.
Provider Link: A unique URL associated with an individual Provider used to attribute Users and orders to that Provider.
STS+ Online Store: The branded e-commerce storefront made available to a Licensee through which Users may purchase Approved Products.
In-Office Savings Program: A discount program offered to Users who purchase Approved Products in the Practice’s physical location.
Retail In-Office Display: Physical retail signage, fixtures and product displays supplied by STS for use in the Practice.
Remote Support: Help-desk and technical support provided by STS via email, chat, or scheduled call.
Customer Service: User-facing support provided by STS for orders, returns, account questions and shipping inquiries placed through the STS+ Online Store.
Fulfillment Service: Order pick, pack and ship services provided by STS or its designated fulfillment partner.
Services: Collectively, all of the foregoing software, content, support, fulfillment, and program offerings made available by STS under this Agreement.
Staff Training: Onboarding and ongoing education for Licensee’s staff in the use of the Services and the Baumann Skin Types System.

Appendix B — Service Order

Membership Plans

Licensee selects one of the following subscription tiers in the Service Order:

Basic — $249/month or $2,390/year. 30% earnings on qualifying transactions, up to 10 patient orders per month.
Growth — $299/month or $2,988/year. 35% earnings on qualifying transactions, up to 25 patient orders per month.
Elite — $599/month or $5,988/year. 40% earnings on qualifying transactions, up to 50 patient orders per month.

Inventory & Fulfillment

STS provides inventory management, warehousing, and direct-to-patient fulfillment for Approved Products purchased through the Licensee’s STS+ Online Store. No physical inventory is required to be carried by the Licensee for products fulfilled by STS.

Brand Retail Availability

Approved Products from participating brands are made available in the Licensee’s online catalog. Brand availability may change from time to time as described in Section 10.

Customer Email Marketing

STS sends transactional and educational emails to Users on the Licensee’s behalf, branded to the Practice when applicable. Licensee may configure marketing preferences from the dashboard.

In-Office Savings Program

Licensees may participate in the In-Office Savings Program to offer in-person purchase discounts to Users. Program terms and discount amounts are set by STS and may be updated from time to time.

Transaction Earnings

Earnings are calculated as the applicable tier percentage of the Net Product Revenue from each qualifying transaction, where Net Product Revenue means the product subtotal of an order net of returns, refunds, taxes, shipping and applicable discounts. Earnings are aggregated in Licensee’s Earnings account and are payable on the schedule set forth in the dashboard, subject to any holdbacks for chargebacks or returns.

Cancelling or Transitioning Plans

Licensee may cancel or transition between membership plans by providing written notice as set forth in Section 6. Plan changes take effect on the next subscription anniversary date. Forfeiture of aggregated Earnings may occur as described in Section 4 if the account is closed for nonpayment.

In-Office Exclusive Products

Certain brands are reserved for in-office sale only and are not available on the consumer-facing STS+ Online Store, including: Zerafite, PAORR, Essopi, and Element 47.

Appendix C — HIPAA Business Associate Addendum

Recitals

This Business Associate Addendum (“BAA”) supplements the Agreement and applies to the extent that STS, in performing the Services, creates, receives, maintains or transmits Protected Health Information (“PHI”) on behalf of Licensee in its capacity as a HIPAA Covered Entity. The Parties intend to comply with HIPAA, the HITECH Act, and their implementing regulations.

Definitions

Business Associate: STS, in its capacity as a HIPAA business associate to Licensee.
Covered Entity: Licensee, in its capacity as a covered entity (or business associate, as applicable) under HIPAA.
PHI / Protected Health Information: Has the meaning given to it in 45 CFR § 160.103, limited to PHI created, received, maintained or transmitted by Business Associate from or on behalf of Covered Entity.

Obligations of Business Associate

Permitted Uses and Disclosures. Business Associate will use and disclose PHI only as permitted by this BAA, the Agreement, or as required by law, including for the proper management and administration of Business Associate.
Nondisclosure. Business Associate will not use or further disclose PHI other than as permitted or required by this BAA or as required by law.
Safeguards. Business Associate will use appropriate administrative, physical and technical safeguards, and comply with the HIPAA Security Rule with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by this BAA.
Reporting. Business Associate will report to Covered Entity any use or disclosure of PHI not provided for by this BAA of which it becomes aware, including breaches of unsecured PHI as required by 45 CFR § 164.410, without unreasonable delay.
Agents and Subcontractors. In accordance with 45 CFR § 164.502(e)(1)(ii), Business Associate will require any subcontractor that creates, receives, maintains or transmits PHI on behalf of Business Associate to agree to the same restrictions and conditions that apply to Business Associate with respect to such PHI.
Availability of Information. Business Associate will make PHI in a designated record set available to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR § 164.524.
Amendment. Business Associate will make PHI available for amendment and incorporate any amendments to PHI as directed by Covered Entity in accordance with 45 CFR § 164.526.
Internal Practices. Business Associate will make its internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of the U.S. Department of Health and Human Services for purposes of determining Covered Entity’s compliance with HIPAA.
Breach Notification. Business Associate will notify Covered Entity of any breach of unsecured PHI as soon as reasonably practicable, and in no event later than twenty-four (24) hours after discovery of the breach.

Obligations of Covered Entity

Covered Entity will notify Business Associate of any limitation in its Notice of Privacy Practices that may affect Business Associate’s use or disclosure of PHI.
Covered Entity will notify Business Associate of any changes in, or revocation of, authorization by an individual to use or disclose PHI.
Covered Entity will not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity.

Audits, Inspection and Enforcement

With reasonable advance written notice, Covered Entity may inspect the facilities, systems, books and records of Business Associate to monitor compliance with this BAA. Business Associate will promptly remedy any violation of this BAA identified through such inspection.

Termination

Material Breach. A material breach by Business Associate of this BAA shall constitute a material breach of the Agreement.
Reasonable Steps to Cure. Upon Covered Entity’s knowledge of a material breach by Business Associate, Covered Entity will provide Business Associate an opportunity to cure the breach within thirty (30) days. If Business Associate does not cure within that period, Covered Entity may terminate the Agreement.
Judicial Proceedings. If neither cure nor termination is feasible, Covered Entity may report the violation to the Secretary of the U.S. Department of Health and Human Services.
Effect of Termination. Upon termination of the Agreement, Business Associate will return or destroy all PHI received from, or created or received by Business Associate on behalf of, Covered Entity, where feasible. Where return or destruction is not feasible, the protections of this BAA will continue to apply for so long as Business Associate retains PHI.

Indemnification

Each Party will indemnify, defend and hold harmless the other Party from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) arising out of or resulting from the indemnifying Party’s breach of this BAA, subject to the limitations of liability set forth in the Agreement.

Disclaimer

Business Associate makes no warranty regarding PHI other than as expressly set forth herein and in the Agreement.

Certification

To the extent Covered Entity reasonably determines that an inspection of Business Associate’s safeguards is necessary to comply with HIPAA, Business Associate will reasonably cooperate with such inspection.

Amendment to Comply with Law

The Parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for the Parties to comply with the requirements of HIPAA.

Assistance in Litigation or Administrative Proceedings

Business Associate will make itself, and any subcontractors, employees or agents assisting Business Associate in the performance of its obligations under the Agreement, available to Covered Entity at no cost to Covered Entity to testify as witnesses in the event of litigation or administrative proceedings against Covered Entity arising from a violation of HIPAA caused by Business Associate.

No Third-Party Beneficiaries

Nothing in this BAA shall confer upon any person other than the Parties any right, benefit or remedy of any nature whatsoever.

Effect on Agreement

Except as specifically required to implement the purposes of this BAA, or to the extent inconsistent with this BAA, all other terms of the Agreement remain in full force and effect.

Interpretation

Any ambiguity in this BAA shall be resolved in favor of a meaning that permits the Parties to comply with HIPAA.

Exhibit A — Permitted Uses and Disclosures

Business Associate may disclose PHI to its subcontractors as reasonably necessary to perform the Services, including without limitation to Skin Type Solutions Supply Co LLC and Baumann Cosmetic and Research Institute Inc, each of whom has agreed to substantially the same restrictions and conditions that apply to Business Associate with respect to PHI.

For questions about these Terms, contact STS at the address listed above.