Skin Type PRO Terms of Service

Service and License Agreement

Last Updated: June 25, 2026

Introduction

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 applicable Service Order (“Licensee,” “you,” “your”).

This Agreement governs your access to and use of the Skin Type PRO platform, including the Online Store, Consult Software, Multi-Location Practice tools, PRO Marketplace, AudreyAI consult support features, patient-facing workflows, fulfillment integrations, and related services made available by STS.

1 — Grant of License

We grant to you, and you accept, a non-exclusive, limited, non-transferable license to access and use the Services listed in the applicable Service Order during the Term of this Agreement.

You may use the Services only for your internal business purposes and only in connection with your medical, aesthetic, skincare, dermatology, medspa, plastic surgery, or similar practice operations.

2 — Permitted Uses; Confidentiality

Because of the proprietary and confidential nature of the Services and IP, you agree that the Services and IP:

• will not be disclosed to or shared with any third party without our express prior written approval, except as contemplated in this Agreement;
• will not be decompiled, reverse engineered, copied, modified, or incorporated into any questionnaire, brochure, website, mobile app, workflow, software, or other work that you create or that others create for you;
• will not be sold, resold, licensed, sublicensed, distributed, or made available to any third party except as expressly permitted in this Agreement;
• will not be used to store or transmit unlawful, infringing, libelous, tortious, or privacy-violating material;
• will not be used in a way that interferes with or disrupts the integrity, security, or performance of the Services;
• will not be used in a way that circumvents contractual usage limitations, including user, location, access, plan, or permission limits.

You may use STS trademarks, service marks, logos, badges, or other brand assets only in the form and media provided or approved by STS.

2.1 Acceptable Use

Licensee and its Authorized Users may not:

• share login credentials or allow unauthorized users to access the Services;
• scrape, crawl, mine, bulk export, or otherwise extract platform data except through approved platform functionality;
• perform unauthorized penetration testing, vulnerability scanning, load testing, or security testing;
• upload malware, malicious code, corrupted files, or harmful content;
• use the Services to send spam, unlawful marketing, or communications without required consent;
• impersonate another provider, practice, patient, brand, vendor, or STS representative;
• use AudreyAI or the Services for emergency care, diagnosis, prescribing, or treatment decisions;
• use the Services to make unsupported, unlawful, or misleading product, medical, or clinical claims;
• use the Services in violation of any applicable law, payment processor rule, brand policy, vendor policy, or platform requirement.

3 — Ownership of IP; Data Rights

3.1 STS Intellectual Property

By using the Services, you do not acquire any right, title, or interest in or to STS IP. STS retains all right, title, and interest in and to its intellectual property, including without limitation:

• software;
• dashboards;
• recommendation algorithms;
• questionnaires;
• content;
• educational materials;
• product logic;
• product categorization;
• regimen workflows;
• AudreyAI features;
• platform documentation;
• trademarks;
• service marks;
• patents;
• trade secrets;
• know-how;
• proprietary methodologies.

To the extent you suggest improvements, provide feedback, or create materials that incorporate, are based on, are substantially similar to, or are derived from the Services or IP, you agree that STS may use such feedback or improvements to improve the Services without obligation to you.

3.2 Licensee Data and Patient Data

Licensee retains rights to its practice data and patient data, subject to this Agreement, applicable law, and any applicable Business Associate Addendum.

STS may process Licensee data and patient data as necessary to:

• provide the Services;
• operate patient and provider workflows;
• generate skin type results, regimens, routines, and product recommendations;
• support Online Store transactions;
• provide customer service, fulfillment, and refill workflows;
• maintain platform security and reliability;
• comply with applicable law;
• perform analytics and reporting for Licensee.

3.3 Aggregated and De-Identified Data

STS may use aggregated, de-identified, anonymized, or statistical data to operate, analyze, secure, improve, and develop the Services, provided such data does not identify Licensee, its patients, or individual Users, and is used in accordance with applicable law and any applicable BAA.

4 — Fees; Payment; Suspension

Fees are due and payable as set forth in the applicable Service Order, checkout page, billing subscription, or order form.

Unless otherwise expressly agreed in writing, Skin Type PRO does not charge a standard setup fee for the subscription plans listed in Appendix B. Separate onboarding, custom development, migration, implementation, integration, design, or enterprise service fees may apply only if expressly agreed to in writing.

All subscription fees are non-refundable except as expressly stated in the applicable Service Order or required by law. STS will charge your payment method in accordance with your selected subscription plan and billing cycle.

If your payment does not process within three (3) days of the due date, and the failure remains uncured after notice, STS may suspend your access to the Services until payment is received in full.

If an account remains unpaid for sixty (60) days after the due date, STS may close the account and deactivate related links, access, storefronts, services, and connected workflows. Reinstatement may require payment of all outstanding amounts and may require a new Service Order.

Taxes may be included in amounts owed by Licensee or invoiced separately. Licensee agrees to pay applicable taxes unless Licensee provides a valid tax exemption certificate.

5 — Third-Party Payment Processors; Subscription Billing

5.1 SaaS Subscription Billing Through Stripe

Skin Type PRO SaaS subscription fees are processed through Stripe or another payment processor designated by STS. By subscribing to a Skin Type PRO plan, Licensee authorizes STS and its payment processor to charge the payment method provided for recurring subscription fees, applicable taxes, additional-location fees, and other amounts authorized by Licensee in the applicable Service Order, checkout flow, dashboard, invoice, or subscription workflow.

Licensee agrees to provide and maintain accurate billing, payment, and tax information. STS is not responsible for delays, failed payments, suspended subscriptions, payment method declines, card network issues, bank issues, payment processor errors, or other processing issues outside STS’s reasonable control.

Licensee’s use of payment processing services may also be subject to the applicable payment processor’s terms, policies, and requirements.

5.2 Stripe Connect and Commission Payouts

Online Store commissions, referral commissions, or other eligible earnings payable to Licensee may be paid through Stripe Connect or another payout provider designated by STS. To receive payouts, Licensee may be required to complete payout onboarding, provide accurate business, tax, identity, banking, and compliance information, and agree to applicable third-party payment processor terms.

STS may delay, withhold, offset, reverse, or adjust payouts where reasonably necessary due to:

• refunds;
• returns;
• chargebacks;
• disputes;
• suspected fraud;
• duplicate payments;
• overpayments;
• negative balances;
• tax or compliance review;
• missing or inaccurate payout information;
• payment processor requirements;
• violations of this Agreement;
• applicable law or regulatory requirements.

Licensee is responsible for all taxes related to commissions or other amounts paid to Licensee, including any reporting obligations associated with receiving payouts.

Unless otherwise stated in the dashboard, Service Order, or a separate Commission and Payout Policy, eligible commissions are calculated monthly. A commission becomes eligible for payout thirty (30) days after the related order is delivered, provided the order has not been refunded, returned, canceled, charged back, disputed, reversed, or otherwise adjusted.

Eligible commissions are paid on the next monthly payout cycle after they become eligible, subject to payout onboarding, refunds, returns, chargebacks, disputes, fraud review, compliance review, minimum payout thresholds, and negative-balance adjustments.

The minimum payout threshold is fifty dollars ($50.00). If Licensee’s eligible unpaid commission balance is below the minimum payout threshold, the balance will carry forward to the next payout cycle until the threshold is met.

STS does not guarantee that payouts will be made on any specific date where delay is caused by bank processing, payment processor review, missing onboarding information, compliance checks, disputes, chargebacks, refunds, returns, minimum payout thresholds, or other circumstances outside STS’s reasonable control.

6 — Online Store Patient Transactions; Merchant of Record; Returns

6.1 Patient Transactions Through Shopify Checkout

Patient-facing Online Store transactions are processed through Shopify checkout or another checkout provider designated by STS. Skin Type Solutions is the seller and merchant of record for patient purchases completed through Skin Type Solutions or Skin Type PRO Online Store checkout workflows, unless otherwise expressly stated in writing.

Licensee acknowledges that patient purchases completed through the Online Store are transactions between the patient/customer and Skin Type Solutions as merchant of record. Licensee does not process patient payments for Online Store transactions and does not control the checkout, payment authorization, tax calculation, fraud review, refund processing, or chargeback handling for those transactions.

Patient-facing order confirmations, checkout language, support language, or related communications may indicate that the skincare order is sold and/or fulfilled by Skin Type Solutions on behalf of the patient’s provider or the provider’s Skin Type PRO Online Store.

Shopify, Shopify Payments, payment gateways, card networks, banks, tax services, shipping providers, and other third-party services may be used to process Online Store transactions and related checkout operations.

6.2 Return Policy

Returns, exchanges, refunds, damaged items, incorrect items, final sale items, international returns, return limits, return shipping charges, and related customer service matters for patient purchases are governed by the then-current Skin Type Solutions Return Policy, as updated from time to time.

The current Skin Type Solutions Return Policy is available at:

https://skintypesolutions.com/pages/return-policy

STS may update the Return Policy from time to time. The Return Policy in effect at the time of the applicable transaction or return request will govern the return or refund process, subject to applicable law and any discretionary exceptions made by STS.

6.3 Refunds, Returns, Chargebacks, and Commission Adjustments

Licensee earns commissions only on qualifying Net Product Revenue from eligible Online Store transactions. If an order is refunded, returned, canceled, charged back, partially refunded, discounted after purchase, adjusted, or otherwise reversed, STS may reduce, reverse, offset, or recalculate Licensee’s commission associated with that transaction.

If Licensee has already been paid a commission on a transaction that is later refunded, returned, charged back, disputed, reversed, or adjusted, STS may:

• deduct the amount from future payouts;
• offset it against other earnings owed to Licensee;
• require repayment;
• hold future payouts until the negative balance is resolved.

STS’s records, Shopify records, payment processor records, and fulfillment records will be used to determine transaction status, commission eligibility, refund status, chargeback status, and payout adjustments.

6.4 Customer Service for Patient Orders

Skin Type Solutions or its designated support team handles customer service for patient Online Store orders, including order status, damaged items, incorrect items, return requests, and refund inquiries. Licensee may direct patients to support@skintypesolutions.com for Online Store order, fulfillment, return, refund, and product support.

SaaS subscription, platform, provider, practice, dashboard, billing, BAA, onboarding, and technical support requests should be directed to support@skintype.pro unless another support contact is provided in the dashboard or Service Order.

Licensee should not promise return, refund, replacement, shipping, or exchange terms that differ from the then-current Skin Type Solutions Return Policy unless STS has approved such exception in writing.

7 — Locations; Users; Usage Limitations

Each subscription includes the number of locations associated with the selected plan or Service Order.

Unless otherwise stated in the Service Order:

• Online Store / Storefront Plan includes one (1) location.
• Consult Software / Growth Plan includes one (1) location.
• Multi-Location Practices / Advanced Plan includes up to five (5) locations.
• Additional locations may be added for the then-current additional-location fee.

If Licensee uses the Services for more locations, users, providers, or workflows than are authorized by the applicable plan or Service Order, STS may require Licensee to upgrade the subscription, enter into a new Service Order, and pay any applicable fees.

STS may audit use of the Services to verify compliance with plan limits, location limits, permissions, and usage restrictions.

No standard patient order caps apply unless expressly stated in the Service Order. However, STS may apply reasonable fair-use, abuse-prevention, security, fraud, or custom-pricing requirements if usage is materially outside ordinary practice use, creates operational burden, creates security or compliance risk, or is inconsistent with the selected plan.

8 — Term; Renewal; Cancellation; Termination

The Agreement will continue for the Term set forth in the applicable Service Order or subscription checkout.

Unless otherwise stated in the Service Order, subscriptions automatically renew for successive renewal periods based on the selected billing cycle.

6.1 Monthly Subscriptions

Month-to-month subscriptions may be canceled before the next monthly renewal date, subject to the cancellation process described in the dashboard, Service Order, or applicable written instructions from STS. Cancellation stops future renewals but does not entitle Licensee to a refund of fees already charged unless required by law or expressly agreed in writing.

6.2 Annual Subscriptions

Annual subscriptions may be canceled for non-renewal before the next annual renewal date. Prepaid annual fees are non-refundable unless otherwise stated in the applicable Service Order or required by law.

Marketing references to cancellation, including “cancel anytime,” mean that Licensee may stop future renewals in accordance with the applicable billing cycle and cancellation process. Such references do not entitle Licensee to a refund of fees already charged unless expressly stated in the applicable Service Order or required by law.

6.3 Plan Changes

Plan upgrades may take effect immediately or at the next billing cycle, as determined by STS or the applicable subscription workflow. Plan downgrades generally take effect at the next subscription renewal date unless otherwise agreed by STS.

6.4 Termination for Cause

Either party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days after written notice, except where immediate termination or suspension is permitted under this Agreement due to misuse, nonpayment, security risk, unlawful conduct, or improper access.

Upon termination or non-renewal, STS may deactivate Licensee’s provider links, location links, storefronts, dashboard access, patient-facing pages, PRO Marketplace access, and connected workflows.

9 — Misuse of Services or IP

Any misuse of the Services or IP may cause irreparable harm to STS. STS may immediately suspend or terminate access to the Services if Licensee:

• violates this Agreement;
• misuses the Skin Type PRO platform, quiz, recommendations, content, or IP;
• attempts unauthorized access;
• copies, reverse engineers, or misappropriates the Services;
• violates applicable law;
• creates a security, privacy, operational, or reputational risk to STS, Licensee, Users, brands, vendors, or patients.

STS may seek equitable relief, including injunctive relief, in state or federal courts in Miami, Florida, applying Florida law.

10 — Limitation of Liability; Medical Disclaimer

In no event shall the aggregate liability of either party to the other exceed the total amounts paid by Licensee to STS as subscription license fees during the prior twelve (12) months.

Neither party shall be liable to the other for lost profits, lost revenue, lost goodwill, indirect damages, special damages, incidental damages, consequential damages, cover damages, business interruption damages, 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-patient relationship between STS and any User. The Services are designed to support skincare education, workflows, recommendations, product selection, commerce, fulfillment, and practice operations. Licensee and its Providers remain responsible for professional judgment, patient communication, and compliance with applicable laws and standards.

Use of the Services does not guarantee specific patient outcomes, improvements in skin attributes, revenue results, patient adherence, or purchase behavior.

11 — Availability of Online Services and IP

STS will use commercially reasonable efforts to make the Services available, except during:

• planned maintenance;
• emergency maintenance;
• internet, hosting, infrastructure, or third-party service outages;
• failures or disruptions outside STS’s reasonable control;
• cyberattacks, malicious code, security incidents, or compatibility issues;
• force majeure events including weather events, natural disasters, labor disputes, civil unrest, terrorism, utility failures, or communication network failures.

Except as expressly provided in this Agreement, the Services are provided “as is” and “as available.” STS disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

12 — Changes in Products, Content, Features, Functionality, and Brand Availability

STS may modify, improve, substitute, remove, disable, or vary functionality, features, content, workflows, integrations, products, Approved Products, brand availability, recommendation logic, dashboard tools, and other aspects of the Services from time to time.

Brand availability, product availability, pricing, fulfillment availability, inventory status, vendor participation, and product eligibility may change from time to time.

This Agreement is not contingent on STS providing any particular future functionality, feature, content, product, brand, integration, or Approved Product.

13 — Patient Communications; Consent

The Services may support transactional, refill, reminder, educational, product-related, abandoned-checkout, order-related, or other patient communications by email, SMS, or other channels, where enabled.

Licensee is responsible for obtaining and maintaining any patient consents required for communications initiated by Licensee or sent on Licensee’s behalf, including consent required under applicable privacy, healthcare, consumer protection, email, SMS, telemarketing, and marketing laws.

Licensee must not upload, import, or use patient contact information in the Services unless Licensee has the right to use that information for the intended purpose. Licensee is responsible for honoring patient communication preferences, opt-outs, and restrictions that Licensee receives outside the platform.

STS may suspend or limit communication functionality where reasonably necessary to address compliance risk, deliverability issues, complaints, opt-out problems, suspected misuse, or third-party platform requirements.

14 — Third-Party Services and Platform Dependencies

The Services may rely on third-party services, platforms, vendors, and subprocessors, including payment processors, checkout providers, hosting providers, database providers, AI model providers, analytics providers, email providers, SMS providers, fulfillment partners, shipping providers, tax services, and ecommerce platforms.

STS is not responsible for outages, failures, delays, errors, data issues, limitations, policy changes, pricing changes, feature changes, or service discontinuation caused by third-party services outside STS’s reasonable control.

Licensee agrees that use of certain features may require compliance with third-party terms, policies, processor rules, card network rules, app platform rules, brand rules, vendor requirements, or integration requirements.

STS may add, remove, replace, or modify third-party services and integrations from time to time as needed to operate, secure, improve, or support the Services.

15 — AudreyAI and AI-Supported Features

AudreyAI and other AI-supported features are designed to support provider and staff education, consult scripting, skin type explanations, regimen guidance, product education, ingredient questions, and workflow efficiency.

AudreyAI does not provide medical advice, does not replace professional judgment, and should not be used as the sole basis for diagnosis, treatment, prescribing, procedure decisions, or emergency care.

AI-generated responses may be incomplete, inaccurate, outdated, or not appropriate for a specific patient. Providers and authorized practice staff must review outputs, recommendations, product selections, patient instructions, and communications before relying on them.

Licensee is responsible for determining whether any recommendation, product, instruction, communication, or workflow is appropriate for a particular patient, including consideration of allergies, pregnancy, procedures, medications, diagnoses, contraindications, irritation history, product tolerance, and other patient-specific factors.

STS does not guarantee AI output accuracy, patient outcomes, skincare results, patient adherence, conversion rates, order volume, or revenue results.

16 — Brand Use; Marketing; Practice Identification

Licensee may identify itself as a Skin Type PRO customer or provider only in accordance with STS brand guidelines and only using STS-approved names, badges, links, marks, or language.

Unless otherwise approved in writing, Licensee may not:

• imply that STS, Skin Type Solutions, Skin Type PRO, AudreyAI, Dr. Leslie Baumann, or any affiliated brand owns, operates, endorses, supervises, or medically approves Licensee’s practice;
• use Dr. Baumann’s name, image, biography, likeness, credentials, or endorsement language in marketing materials without express written approval;
• imply exclusive territory, exclusivity, certification, partnership, franchise rights, or special status not expressly granted in writing;
• make unsupported claims about patient outcomes, clinical results, revenue results, product performance, or AI accuracy;
• modify STS logos, marks, badges, or brand assets except as expressly allowed by STS.

Approved examples of general platform-use language may include “Powered by Skin Type PRO,” “Skin Type PRO Online Store,” or similar language approved by STS.

STS may not publicly use Licensee’s name or logo in marketing materials without Licensee’s prior consent unless otherwise stated in the Service Order.

17 — PRO Marketplace Terms

PRO Marketplace access is available only to eligible plans and may vary by plan, brand, vendor, account eligibility, location, territory, product category, and business credentials.

Marketplace products may be STS-fulfilled, vendor-fulfilled, brand-direct, wholesale, professional-use-only, in-office-only, or subject to other purchasing restrictions. Product availability, pricing, discounts, wholesale terms, shipping terms, minimums, MAP policies, resale restrictions, territory restrictions, and vendor requirements may change from time to time.

Licensee is responsible for complying with all applicable product, brand, vendor, storage, resale, advertising, MAP, and professional-use requirements. STS does not guarantee any specific Marketplace savings, product availability, vendor participation, brand access, or purchasing terms.

PRO Marketplace access is distinct from the patient-facing Online Store. The Online Store is for patient-facing skincare sales and checkout. PRO Marketplace is for eligible practice purchasing and product access.

18 — International Use

Unless otherwise expressly agreed in a separate written agreement, Service Order, international addendum, or API license agreement, the Services are designed primarily for use by U.S.-based practices and U.S.-based patient-facing workflows.

International use may require separate review and additional terms addressing local privacy laws, healthcare regulations, ecommerce requirements, product registration, product claims, import/export restrictions, taxes, duties, shipping, payment processing, language, jurisdiction, and regulatory compliance.

Licensee may not use the Services outside the United States in a manner that violates applicable law, product restrictions, brand restrictions, payment processor rules, or shipping requirements.

19 — Support; Service Levels

STS will use commercially reasonable efforts to provide support through the support channels made available by STS, which may include email, documentation, chat, dashboard support, or scheduled calls.

Unless a separate written service level agreement is provided, STS does not guarantee uptime, response time, resolution time, uninterrupted access, or availability of any specific feature, integration, third-party service, brand, product, or vendor.

Licensee is responsible for providing accurate setup information, practice details, user details, logos, links, provider information, payout information, product preferences, and other materials reasonably requested by STS. STS is not responsible for implementation, onboarding, storefront, payout, or workflow delays caused by incomplete, inaccurate, or delayed information from Licensee.

20 — Electronic Communications and Notices

Licensee agrees that STS may provide subscription notices, renewal notices, invoices, payment notices, service updates, security notices, legal updates, and other communications electronically through email, dashboard notices, platform notifications, or other electronic methods.

Licensee is responsible for maintaining current administrative, billing, legal, and support contact information in the dashboard or with STS.

21 — Security Incidents; Account Responsibility

Licensee is responsible for managing its Authorized Users, login credentials, user permissions, devices, and internal access controls. Licensee must promptly remove access for former employees, contractors, or other individuals who should no longer access the Services.

Licensee must promptly notify STS if Licensee becomes aware of suspected unauthorized access, credential compromise, improper access, security incident, privacy incident, or misuse involving the Services.

STS may suspend or restrict access to the Services where reasonably necessary to investigate, prevent, or mitigate a security risk, unauthorized access, abuse, fraud, or compliance issue.

STS will notify affected customers of security incidents as required by applicable law and any applicable BAA.

22 — Dispute Resolution

Any dispute between Licensee and STS arising out of this Agreement shall be resolved by arbitration administered by the American Arbitration Association 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 AAA.

Each party will bear its own costs and one-half the cost of arbitration, except that the arbitrator may order the non-prevailing party to pay administrative fees or arbitrator fees, but not attorneys’ fees unless otherwise required by law or contract.

The arbitrator’s decision shall be enforceable in any court of competent jurisdiction.

23 — Notices

Notices of suspension, breach, termination, dispute, or other legal matters shall be sent in writing and will be effective as follows:

• Hand delivery — immediately upon delivery;
• Email — upon recipient acknowledging receipt in a reply email;
• Overnight courier service — on date of receipt;
• Registered or certified mail, return receipt requested — three (3) calendar days after mailing.

24 — General Provisions

This Agreement is the entire agreement between Licensee and STS regarding the Services, except for any Service Order, BAA, data processing agreement, policy, or addendum expressly incorporated into this Agreement.

No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom it 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.

There are no third-party beneficiaries under this Agreement. Except as provided herein, neither party may assign rights or obligations without the other party’s prior written consent, not to be unreasonably withheld or delayed.

If there is a conflict between this Agreement and a Service Order, the Service Order controls with respect to the specific Services, fees, plan, term, or commercial terms listed in that Service Order. If there is a conflict between this Agreement and the BAA with respect to PHI, the BAA controls with respect to PHI.

The Privacy Policy is incorporated by reference and explains certain data practices for website, platform, and non-PHI data. The BAA controls with respect to PHI where applicable. The Service Order controls with respect to commercial terms for the specific subscription.

The following provisions survive termination or expiration of this Agreement: ownership of IP, confidentiality, payment obligations, commission adjustments, refund/chargeback offsets, limitation of liability, indemnification obligations, warranty disclaimers, dispute resolution, data provisions, BAA obligations where applicable, brand-use restrictions, and any other provision that by its nature should survive termination.

25 — Indemnification

Licensee will indemnify, defend, and hold harmless STS, its affiliates, officers, directors, employees, contractors, agents, vendors, and partners from and against third-party claims, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• Licensee’s use or misuse of the Services;
• Licensee’s breach of this Agreement;
• Licensee’s violation of applicable law;
• Licensee’s patient communications, consent practices, or marketing practices;
• Licensee’s clinical advice, professional services, recommendations, procedures, or patient care;
• Licensee’s uploaded content, logos, images, claims, practice information, or product statements;
• Licensee’s failure to comply with brand, vendor, product, MAP, resale, or professional-use requirements;
• disputes between Licensee and its patients, customers, employees, contractors, or providers;
• inaccurate tax, payout, business, identity, or banking information provided by Licensee;
• product misuse, off-label claims, or unsupported claims made by Licensee.

STS will indemnify Licensee from third-party claims alleging that the Services, as provided by STS and used in accordance with this Agreement, infringe a U.S. intellectual property right, provided that Licensee promptly notifies STS, gives STS control of the defense and settlement, and reasonably cooperates with STS.

STS will have no obligation for claims arising from Licensee content, unauthorized modifications, third-party services, misuse, combination with non-STS materials, or use outside the scope of this Agreement.

Appendix A — Definitions

AAA

The American Arbitration Association.

Advanced Plan

The internal billing plan associated with the public Multi-Location Practices solution.

Affiliate

A legal entity that controls, is controlled by, or is under common control with a party.

Approved Product

A skincare product made available through the Services and approved by STS for inclusion in product recommendations, routines, storefronts, purchasing workflows, or fulfillment workflows.

AudreyAI

The consult support assistant included with certain Skin Type PRO plans and designed to help providers and staff with skin type education, product explanations, regimen guidance, ingredient questions, consult scripting, and workflow support. AudreyAI does not replace provider judgment.

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.

Baumann Skin Type System

The proprietary 16-skin-type classification system created by Dr. Leslie Baumann and licensed to STS.

Consult Software

The provider-led skincare consult workflow within Skin Type PRO, including tools for reviewing skin type results, generating or editing regimens, educating patients, managing consult workflows, and sending products to online or in-office checkout workflows.

Effective Date

The date identified in the applicable Service Order, checkout, subscription record, or other written order documentation.

Fees

The subscription fees, service fees, implementation fees, custom fees, additional location fees, transaction-related amounts, or other amounts identified in the applicable Service Order, checkout, or subscription workflow.

Fulfillment Service

Order pick, pack, ship, inventory coordination, and related fulfillment services provided by STS or its designated fulfillment partner.

Growth Plan

The internal billing plan associated with the public Consult Software solution.

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, regimen logic, product slot logic, AudreyAI workflows, and related documentation.

Licensee

The Practice or other legal entity identified in the Service Order that has entered into this Agreement with STS.

Location Link

A unique URL associated with a Practice location used to route Users to that location’s patient-facing store, quiz, routine, or workflow.

Multi-Location Practices

The public-facing solution name associated with the Advanced Plan.

Online Store

The public-facing solution name associated with the Storefront Plan. The Online Store includes a branded patient-facing skincare storefront connected to the Baumann Skin Type quiz, personalized routines, checkout, fulfillment, and refill workflows.

Party / Parties

STS and Licensee, individually and collectively.

Practice

A medical or aesthetic practice, clinic, medspa, dermatology office, plastic surgery office, or similar location or organization at which Licensee delivers care, services, skincare recommendations, or product sales to Users.

PRO Marketplace

The Skin Type PRO practice purchasing area that may provide access to STS-fulfilled products, vendor-fulfilled products, brand-direct opportunities, professional purchasing, and practice-focused product access, where available and subject to plan eligibility.

Provider

A licensed clinician, physician, nurse practitioner, physician assistant, registered nurse, esthetician, skincare professional, or similar individual employed by or affiliated with Licensee who delivers care, services, recommendations, or support to Users.

Provider Link

A unique URL associated with an individual Provider used to attribute Users, quiz results, orders, or workflows to that Provider.

Remote Support

Help-desk and technical support provided by STS through email, chat, documentation, or scheduled call.

Service Order

The order form, subscription record, checkout confirmation, written agreement, or other documentation identifying the Services purchased, applicable Fees, plan, and Term.

Services

All software, dashboards, patient-facing workflows, Online Store tools, Consult Software tools, Multi-Location Practice tools, PRO Marketplace access, AudreyAI support features, content, support, fulfillment integrations, customer service, and related offerings made available by STS under this Agreement.

Skin Type PRO

The professional subscription product offered by STS to Practices and Providers, including the dashboard, skin type quiz, recommendation engine, routine generation, consult workflows, patient-facing store or portal, fulfillment integrations, PRO Marketplace, AudreyAI support, and related tools.

Skin Type Questionnaire

The proprietary diagnostic questionnaire used to identify a User’s Baumann Skin Type.

Storefront Plan

The internal billing plan associated with the public Online Store solution.

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 in the applicable Service Order, plus any renewal terms in effect.

User

An end-patient or consumer of Licensee who interacts with the Services, including by completing a Skin Type Questionnaire, receiving a regimen recommendation, accessing an Online Store, purchasing products, or receiving refill communications.

Appendix B — Subscription Plans and Commercial Terms

Licensee selects one of the following subscription plans in the applicable Service Order, checkout, or subscription workflow.

Additional Locations

Additional locations may be added to eligible plans for the then-current additional-location fee. As of this draft, additional locations for the Advanced Plan are listed at $99/mo per additional location unless otherwise stated in the Service Order.

No Standard Setup Fees

Skin Type PRO does not charge a standard setup fee for the subscription plans listed above unless a separate implementation, onboarding, migration, integration, enterprise, or custom service fee is expressly agreed to in writing.

Inventory & Fulfillment

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

Brand Retail Availability

Approved Products from participating brands may be made available in Licensee’s online catalog, in-office workflows, PRO Marketplace, or other Services. Brand availability, product availability, purchasing eligibility, fulfillment status, and online retail eligibility may change from time to time.

Customer Email Marketing and Refill Communications

STS may send transactional, educational, reminder, refill, and product-related communications to Users on Licensee’s behalf, branded to the Practice when applicable and subject to applicable law, user preferences, and platform settings.

Transaction Earnings

Earnings are calculated as the applicable plan percentage of Net Product Revenue from each qualifying transaction.

“Net Product Revenue” means the product subtotal of a qualifying 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, applicable payout documentation, Service Order, or Commission and Payout Policy. Unless otherwise stated, eligible commissions are calculated monthly and become eligible for payout thirty (30) days after the related order is delivered, provided the order has not been refunded, returned, canceled, charged back, disputed, reversed, or otherwise adjusted. Eligible commissions are paid on the next monthly payout cycle after they become eligible, subject to payout onboarding, returns, refunds, chargebacks, disputes, compliance review, payout processing, the $50 minimum payout threshold, negative balances, or other adjustments.

Plan Changes

Licensee may request to change plans in accordance with Section 8. Plan upgrades may take effect immediately or at the next billing cycle. Plan downgrades generally take effect at the next subscription renewal date unless otherwise agreed by STS.

Order Caps

No standard patient order caps are included in this draft. If order caps, transaction limits, usage limits, or fair-use thresholds apply to a specific Licensee, they must be expressly stated in the applicable Service Order.

Product and Brand Policies

Certain products, brands, product categories, or fulfillment models may be subject to additional restrictions, brand policies, resale policies, MAP policies, territory restrictions, in-office-only restrictions, or vendor-specific requirements. STS may update product and brand availability as described in Section 12.

Appendix C — Commission and Payout Policy

This Commission and Payout Policy applies to eligible Online Store commissions, referral commissions, or other earnings payable to Licensee unless a separate written agreement, Service Order, dashboard policy, or payout document states otherwise.

1. Payout Provider

Commission payouts are processed through Stripe Connect or another payout provider designated by STS. Licensee must complete required payout onboarding and maintain accurate business, tax, identity, banking, and compliance information.

2. Commission Calculation

Online Store commissions are calculated as the applicable plan percentage of Net Product Revenue from qualifying transactions.

“Net Product Revenue” means the product subtotal of a qualifying order net of returns, refunds, taxes, shipping, and applicable discounts.

3. Payout Timing

Eligible commissions are calculated monthly. A commission becomes eligible for payout thirty (30) days after the related order is delivered, provided the order has not been refunded, returned, canceled, charged back, disputed, reversed, or otherwise adjusted.

Eligible commissions are paid on the next monthly payout cycle after they become eligible. Payout timing may vary based on payout onboarding, payment processor timing, bank processing, compliance review, fraud review, refunds, returns, chargebacks, disputes, minimum payout thresholds, negative balances, or other adjustments.

4. Minimum Payout Threshold

The minimum payout threshold is fifty dollars ($50.00). If Licensee’s eligible unpaid commission balance is below $50.00, the balance will carry forward to the next payout cycle until the threshold is met.

STS may change the minimum payout threshold prospectively by updating the dashboard, payout documentation, Service Order, Commission and Payout Policy, or other STS payout notice.

5. Refunds, Returns, and Chargebacks

If a transaction is refunded, returned, canceled, disputed, charged back, partially refunded, adjusted, or reversed, STS may reduce, reverse, hold, offset, or recalculate the related commission.

If Licensee has already received a commission for an adjusted transaction, STS may deduct the amount from future payouts, offset it against other earnings, require repayment, or hold future payouts until the negative balance is resolved.

6. Tax Responsibility

Licensee is responsible for taxes associated with commissions or other earnings. Licensee must provide accurate tax information and cooperate with any tax reporting requirements imposed by STS, Stripe, or applicable law.

7. Payout Holds

STS may delay, hold, offset, reverse, or suspend payouts due to fraud risk, compliance review, suspected misuse, missing onboarding information, payment processor requirements, disputes, chargebacks, refunds, returns, negative balances, violation of this Agreement, or applicable law.

8. Final Payout After Termination

After termination or non-renewal, STS may hold final eligible commissions for up to sixty (60) days to allow for refunds, returns, chargebacks, disputes, payment processor adjustments, compliance review, and negative-balance reconciliation. Final payouts remain subject to the $50.00 minimum payout threshold unless STS elects otherwise or applicable law requires payment.

9. Policy Updates

STS may update this Commission and Payout Policy from time to time. Updates will apply prospectively unless required for compliance, fraud prevention, payment processor requirements, or legal reasons.

Appendix D — 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 or Business Associate.

A BAA is available upon request for eligible customers and applicable use cases. If a BAA is incorporated through these Terms, a Service Order, dashboard workflow, or separate signed document, this Appendix applies to PHI as required by HIPAA.

The parties intend to comply with HIPAA, the HITECH Act, and their implementing regulations where applicable.

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 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

Business Associate will:

• use and disclose PHI only as permitted by this BAA, the Agreement, or as required by law;
• not use or further disclose PHI other than as permitted or required by this BAA or required by law;
• 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;
• 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;
• require subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate to agree to substantially the same restrictions and conditions that apply to Business Associate with respect to such PHI;
• make PHI in a designated record set available to Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR § 164.524;
• make PHI available for amendment and incorporate amendments as directed by Covered Entity in accordance with 45 CFR § 164.526;
• make internal practices, books, and records relating to use and disclosure of PHI available to the Secretary of the U.S. Department of Health and Human Services for purposes of determining compliance with HIPAA;
• notify Covered Entity of any breach of unsecured PHI as soon as reasonably practicable and in accordance with applicable law.

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;
• notify Business Associate of any changes in or revocation of authorization by an individual to use or disclose PHI;
• 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 and subject to reasonable security, confidentiality, and operational requirements, Covered Entity may request information reasonably necessary to monitor Business Associate’s compliance with this BAA.

Business Associate will promptly address any material violation of this BAA identified through such review.

Termination

A material breach by Business Associate of this BAA constitutes a material breach of the Agreement.

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.

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.

Upon termination of the Agreement, Business Associate will return or destroy PHI received from, or created or received 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 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 in the Agreement.

Disclaimer

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

Amendment to Comply with Law

The parties agree to take such action as is necessary to amend this BAA from time to time as necessary for compliance with HIPAA.

Assistance in Litigation or Administrative Proceedings

Business Associate will make itself and any subcontractors, employees, or agents assisting in the performance of its obligations reasonably available to Covered Entity to assist in litigation or administrative proceedings arising from a violation of HIPAA caused by Business Associate.

No Third-Party Beneficiaries

Nothing in this BAA confers upon any person other than the parties any right, benefit, or remedy.

Effect on Agreement

Except as specifically required to implement 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 subcontractors as reasonably necessary to perform the Services, including fulfillment, hosting, analytics, communication, customer support, platform infrastructure, and related operational services, provided such subcontractors are bound by applicable confidentiality, privacy, data protection, or business associate obligations where required.

Questions

For questions about these Terms, contact STS at the address listed above or through the current approved Skin Type PRO support channel, such as support@skintype.pro for SaaS subscription, platform, provider, and practice support, and support@skintypesolutions.com for patient Online Store order, fulfillment, return, refund, and product support, unless another support address is listed in the dashboard, checkout, order confirmation, or Service Order.