Authorized Account Agreement

This Authorized Account Agreement (the “Agreement”) between Moroccanoil Inc., a California corporation (“we”, “us”, “our” or “Moroccanoil”) and the entity or individual executing this Agreement (“you”, “your” or “Authorized Account”) consists of (a) these Terms and Conditions and (b) any other flow-down provisions in the agreement between Authorized Account and an authorized professional distributor of Moroccanoil (a “Distributor”, as further defined below) whereby Moroccanoil is a third-party beneficiary (collectively, this “Agreement”). This Agreement governs your rights to resell Moroccanoil’s hair care and cosmetic products (the “Products”) that you purchase from Distributors. As a condition of becoming an Authorized Account of Moroccanoil’s Products, and in order to purchase the Products from a Distributor, Authorized Account must enter into this Agreement.  Authorized Account hereby directs Distributor to provide Moroccanoil with the Authorized Account’s contact information and all information related to purchases and transactions for Products made between the Authorized Account and the Distributor, as further detailed in Schedule 1 of this Agreement. For clarity, the Distributor will not provide Moroccanoil with information about the Authorized Account’s sales and transactions of Products to or with ultimate end users of the product identified in Section 2(b) of this Agreement .

BY EXECUTING AN AGREEMENT WITH A DISTRIBUTOR TO WHICH THIS AGREEMENT IS ATTACHED OR OTHERWISE CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT THROUGH THE MOROCCANOIL ONLINE PORTAL FOR AUTHORIZED ACCOUNTS (THE “PORTAL”), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND ARE BOUND BY THIS AGREEMENT, AND YOU HEREBY AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU HEREBY REPRESENT AND WARRANT TO US THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND BIND SUCH ENTITY TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, IN WHICH CASE, THE TERMS “YOU” AND “YOUR” WILL REFER TO SUCH ENTITY. IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT OR ARE NOT AN AUTHORIZED AGENT FOR THE LEGAL ENTITY THAT WISHES TO ENTER INTO THIS AGREEMENT, DO NOT EXECUTE THIS AGREEMENT, IN WHICH CASE YOU SHALL NOT RESELL THE PRODUCTS.

1. Authorized Account represents and warrants that it currently meets, and during the term of the Agreement will continually to meet, Moroccanoil’s requirement to be an “Authorized Account”, as the term is defined in Exhibit A to this Agreement (the “Criteria”). If Authorized Account changes its business operation and no longer meets the Criteria, this Agreement shall automatically terminate upon the change occurring. Authorized Account shall promptly notify Distributor and Moroccanoil in writing of any change in Authorized Account’s ability to meet the Criteria.
2. Authorized Account represents and warrants that all Products purchased from Distributor shall be used and sold by Authorized Account in the following manner only (the permitted uses are referred to as the “Qualified Use and Resale”):
1. Cosmetological services performed on customers in premises operated by a Qualified Salon, Qualified Spa, or Qualified Independent Stylist (as further defined in Exhibit A);
2. Resale to bona fide customers of a Qualified Salon, Qualified Spa, Qualified Independent Stylist or Qualified Beauty Supply Store in such limited amounts as necessary for personal and family use at home
3. Restrictions. Authorized Account shall not:
1. procure, purchase, obtain, or acquire, either directly or indirectly, any Products from any other entity or source, including but not limited to any other retailer, seller, or e-commerce platform, except from Distributors that have been authorized in writing by Moroccanoil. For purposes of this Agreement, a “Distributor” shall mean an entity that has been specifically appointed by Moroccanoil as a distributor of Products and which provides product education, product training, and field support and complies with Moroccanoil’s product scanning, sales reporting and Authorized Account onboarding obligations as per the terms of a Moroccanoil Distribution Agreement.
2. resell Products to any other business, retailer, salon, cosmetologist or distributor or through direct mail or catalog.
3. resell Products in a location that does not qualify as an Authorized Account per the Criteria.
4. resell Products online, either through a website owned and operated by Authorized Account or on online marketplaces that allow third-parties such as Authorized Account to advertise and sell retail products to consumers worldwide, unless expressly authorized by Moroccanoil.
5. and shall not cause any third party to, remove, destroy, or tamper with any batch or tracking code, serial number or other codes applied to any Product, or box or pallet of Products.
6. (i) reverse engineer, disassemble, decompile or attempt to derive the composition of the Products; (ii) remove or in any manner alter any Product identification, proprietary information, trademark, copyright or other notices contained in the Products.
4. Authorized Account shall create and maintain contemporaneous records of its sales of Products (“Records”) and make such Records available to Distributor or Moroccanoil upon written request within forty-eight (48) hours’ notice.
5. Authorized Account represents and warrants that the Products will be stored, shipped, distributed or sold in accordance with the terms set forth in Exhibit A of this Agreement. If Authorized Account can no longer store, ship, distribute or sell the Products according to the terms set forth in Exhibit A of this Agreement, this Agreement shall automatically terminate upon the event occurring. Authorized Account must promptly notify Distributor and Moroccanoil in writing of any change in Authorized Account’s ability to store, ship, distribute or sell the Products.
6. Authorized Account agrees to permit Moroccanoil to review and audit Authorized Account’s activities in connection with this Agreement to ensure Authorized Account’s compliance with Moroccanoil’s quality-control and customer-service requirements as set forth in this Agreement, including by permitting inspection of Authorized Account’s facilities and records relating to the Products. Moroccanoil shall have the rights to monitor Authorized Account’s compliance with this Agreement, and Authorized Account agrees to cooperate fully with any such audit. Notwithstanding any other provision of this Agreement, upon notice from Moroccanoil, Authorized Account shall provide to Moroccanoil or its third-party auditor (either, a “Moroccanoil Auditor”) within ten (10) days access to and assistance with, except where prohibited by law: documents, records, reports, or other data or materials compiled or maintained to the extent related to Authorized Account’s compliance with this Agreement. If a Moroccanoil Auditor determines that Authorized Account fails to comply with this Agreement, Authorized Account shall take appropriate action to remedy such non-compliance and shall provide Moroccanoil with evidence of the steps taken to achieve compliance within the time frame set forth by Moroccanoil at its sole discretion.
7. The Products are subject to the Intellectual Property Rights, which are owned by Moroccanoil. Any and all further developments, improvements, enhancements, and inventions made to the Intellectual Property Rights shall be owned by Moroccanoil. Any specification supplied by Moroccanoil to Authorized Account, or specifically produced by Authorized Account for Moroccanoil, in connection with the Agreement, together with the copyright, design rights or any other Intellectual Property Rights in the specification, shall be the exclusive property of Moroccanoil, and Authorized Account assigns with full title guarantee to Moroccanoil all such copyright, design rights and other intellectual property for no further consideration, subject only to the payment of the price. Authorized Account shall not disclose to any third party or use any such specification except to the extent that it is or becomes public knowledge through no fault of Authorized Account or as required for the purpose of the Agreement. For purposes of this Agreement, “Intellectual Property Rights” means all copyright rights, patent rights, trademark rights, trade secret rights, mask work rights, moral rights, rights of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all applications therefor and registrations, renewals, continuations, continuations in part and extensions thereof.
8. Authorized Account agrees that the Products will be sold, marketed and distributed under the trademarks, trade names, names, brands, logos, symbols and other proprietary designations (hereinafter the “Trademarks”) of Moroccanoil as defined by Moroccanoil. Moroccanoil is entitled to mark serial numbers and other identification marking on the Products at its sole discretion.
9. In relation to Authorized Account and its customers, the Parties agree and understand that: (1) Trademarks involving the word “MOROCCANOIL”; (2) Trademarks which are registered by Moroccanoil and/or its affiliated/associated companies; (3) any Trademarks notified from time to time by Moroccanoil to Authorized Account in writing, are and shall remain the sole and exclusive property of Moroccanoil (or one of its affiliated/associated companies as the case may be) and Authorized Account has and shall acquire no right whatsoever to such Trademarks. Authorized Account agrees to use Moroccanoil's (or one of its associated companies' as the case may be) Trademarks involving the word “MOROCCANOIL”, or such other Trademarks as Moroccanoil shall notify to Authorized Account in writing from time to time, in marketing and promotion of Products in each case in accordance with Moroccanoil's guidance as amended periodically.
10. Authorized Account agrees to conduct its business of selling, marketing and distributing the Products in such a way as to avoid any action which would diminish or jeopardize the goodwill and reputation associated with Trademarks owned or used by Moroccanoil or with Products. Authorized Account hereby waives in favor of Moroccanoil all Trademark rights in any Trademark applied or in the Products or in the packaging as they related to the Moroccanoil Products, and agrees not to obtain any Trademark registration therefore in any country.
11. If at any time it is alleged that the use of the Products infringe the rights of any third party or if, in Moroccanoil’s reasonable opinion, such an allegation is likely to be made, Moroccanoil may at its option and its own cost: (a) modify or replace the Products in order to avoid the infringement; or (b) procure for Authorized Account the right to continue distributing the Products. Authorized Account shall in reasonable time notify Moroccanoil in full detail of any claim by any third party of which Authorized Account becomes aware that the sale or advertisement of the Products infringes the rights of any person. Moroccanoil shall have the sole right to determine whether or not any action shall be taken on account of any such infringement, misappropriation or imitation. Moroccanoil shall have the right to direct the conduct of all proceedings relating to the Trademarks (or other relevant Intellectual Property Rights) and shall in its sole discretion decide what action, if any, to take in respect of any infringement or alleged infringement of or by the Trademarks (or other relevant Intellectual Property Rights). Authorized Account agrees to do, at Moroccanoil’s request and expense, all such things as may be reasonably required to assist Moroccanoil in engaging in any proceedings in relation to any infringement or claim referred to the Trademarks or other relevant Intellectual Property Rights. Authorized Account agrees not to take any action on such account without obtaining the prior written permission of Moroccanoil.
12. Authorized Account agrees not to sell any damaged, defective, or non-conforming Products.
13. Authorized Account agrees not to relabel, repackage, or alter the Products in any manner. Authorized Account shall not remove, translate, or modify the contents of any label or literature accompanying the Products. Authorized Account shall not tamper with, deface, or otherwise alter any identifying information on the Products, including serial numbers and SKU codes.
14. All Products delivered to Authorized Account are delivered in reliance on Authorized Account’s representation that they are solely for the Qualified Use and Resale. Any other use or resale is prohibited, including the resale methods stated in sections 3 of this Contract and is considered to be “Diversion”. For each order that Authorized Account places with Distributor, Authorized Account reaffirms its representation that the Products are being ordered only for Qualified Use and Resale. If Authorized Account intends to use the Products for any purpose other than Qualified Use and Resale, Authorized Account must notify both Distributor and Moroccanoil of that purpose in writing mailed separately to each. Authorized Account understands that Diversion damages Moroccanoil’s contractual relations with its distributors, consumers at large, and other Qualified customers.
15. Moroccanoil’s goal is to prevent all diversion of Products it distributes. Authorized Account agrees it shall not divert any Products, shall not cause or permit the diversion of any Products, and shall take any and all actions requested by Moroccanoil or which a reasonable person would believe to be helpful to prevent or stop any Products it has received from being diverted.
16. Authorized Account shall not sell or transfer any Products to any person or entity that does not at the time of sale or transfer qualify as bona fide customers of Authorized Account under this Agreement.
17. Unless Moroccanoil has expressly authorized Authorized Account to engage mail shipping, Authorized Account shall not ship any Products by mail or any parcel carrier to consumers and customers. Authorized Account agrees that it will not sell to any buyer any quantity of any Products that is greater than the amount that such buyer could reasonably personally use.
18. Moroccanoil may use any method to demonstrate that Authorized Account has been involved in diversion of Products, including, as examples and not as a limitation, evidence that Authorized Account sold excessive amounts of Products to a bona fide customer; evidence that Authorized Account has sold Products to a person who does not qualify as a bona fide customer; evidence that Authorized Account, which includes any of its employees or agents, knows that its customers have engaged or are engaging in diversion of Products; credible evidence from another professional hair products company that Authorized Account has diverted its products. 
19. Moroccanoil or Distributor, may terminate this Agreement if either received credible indication that Authorized Account has diverted any Products.
20. Authorized Account understand that diversion constitutes a material breach that may subject Authorized Account to civil litigation.
21. Authorized Account agrees that any legal cause of action arising from this Agreement will be brought and adjudicated in New York County, New York, including for any breach of this Agreement and further consents to the exclusive jurisdiction of New York County Courts for all suits arising under this Agreement, in which litigation the governing law shall be the laws of the State of New York and the laws of the United States applicable therein.
22. Authorized Account agrees that Moroccanoil will suffer substantial economic harm as a result of any breach of this Contract. The Parties further agree that Moroccanoil’s damages from Diversion are uncertain and will be difficult for Moroccanoil to determine. Authorized Account, therefore, agrees that it shall pay, in addition to, or in lieu of, other remedies available under this Agreement or under New York laws, Moroccanoil a sum of three times the retail price of each Product diverted in violation of this Contract in liquidated damages, and not as a penalty. The Parties agree that such amount represents a reasonable estimate as to the damages Moroccanoil will sustain in the event of Diversion. Each individual act of Diversion shall constitute a separate breach for purposes of determining the amount of liquidated damages.
23. Authorized Account shall indemnify, defend and hold Moroccanoil, and its officers, directors, employees, members, agents and affiliates harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys' fees resulting from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party against Moroccanoil relating to: (1) a breach or alleged breach by Authorized Account of any of its representations, warranties, covenants or obligations hereunder or pursuant to any of its agreements; (2) infringement or misappropriation of any Intellectual Property Rights by Authorized Account; (3) any negligence or willful misconduct of Authorized Account or its representatives; or (4) any other claim related to Authorized Account's performance under this Agreement.
24. Authorized Account shall take appropriate steps to ensure that each of its employees and independent contractors are aware of the requirements of this Agreement. Authorized Account waives any defense based upon the assertion or evidence that its employee(s), representative(s), or agent(s) did not know or were unaware of the requirements of this Contract.
25. Termination.
1. Termination for Cause. Either party may terminate this Agreement if the other party breaches or otherwise fails to comply with any material provision of this Agreement and such breach or failure is not cured within fifteen (15) days after written notice of such breach or failure, provided, however, that if the breach is not reasonably capable of being cured, the non-breaching party may immediately terminate the agreement.
2. Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice.
3. Effect of Termination. Upon termination, (i) Moroccanoil shall instruct Distributor to immediately stop providing Products to Authorized Account either directly or indirectly; (ii) Moroccanoil or Distributor shall each have the right to repurchase any Products sold to Authorized Account by Distributor that remain in Authorized Account’s inventory at the lowest price Authorized Account paid to Distributor for those Products; and (iii) Authorized Account shall immediately stop selling any Products unless otherwise permitted in writing by Moroccanoil.
26. Assignment. Authorized Account may not assign, transfer, or convey this Agreement or any rights and obligations granted therein without Moroccanoil’s prior written consent which may be granted by Moroccanoil in its sole discretion.
27. Limitation of Liability. IN NO EVENT WILL MOROCCANOIL BE LIABLE TO AUTHORIZED ACCOUNT FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA, EVEN IF MOROCCANOIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF CERTAIN DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. MOROCCANOIL’S CUMULATIVE LIABILITY TO ACCOUNT FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID BY ACCOUNT FOR PRODUCTS DURING THE THREE (3) MONTHS PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
28. Future Amendments by Moroccanoil. Moroccanoil may amend the terms of this Agreement from time to time (the "Amended Terms"). In such a case, Moroccanoil will notify you of the Amended Terms via email. Your continued use of the Portal and the continued purchasing of Products after the effective date of the Amended Terms constitutes your consent to the Amended Terms. The latest version of the Amended Terms will be accessible through the Portal. If you do not accept the Amended Terms, you must notify Moroccanoil in writing or terminate this Agreement according to the provisions incorporated herein.

Exhibit A

AUTHORIZED ACCOUNT QUALIFICATION REQUIREMENTS

To qualify as an Authorized Account under the Agreement, you must meet the definition of the term Authorized Account as set forth in this Exhibit A.

1. Authorized Account means a qualified professional salon, spa, beauty supply store or independent stylist that meets the applicable criteria for its respective type of business as detailed in this Section 1 (the “Criteria”):
1. Salon (“Qualified Salon”): a business entity that employs or contracts the services of state licensed cosmetologists, or cosmetologists if no state license is required, or booth renters for the purpose of performing cosmetological services, such as hair cutting, hair styling and hair coloring, at a physical location that has a commercial street address and operates in accordance with all applicable local, state and Federal laws and regulations. A Qualified Salon must have at least one (1) shampoo bowl and styling chair. A Qualified Salon must have at least one (1) full time, licensed cosmetologist (to the extent the state/province/territory licenses cosmetologists) on the premises during the Salon’s regular hours of operation and must be performing services on patrons on the premises while the premises is open for business. A Qualified Salon must have an appearance indicating that its principal business is the performance of hair related professional services rather than conducting retail sales, and must derive a substantial percentage of its annual revenue from the provision of hair treatment services (such as cutting, coloring, styling, etc.).
2. Spa (“Qualified Spa”): a commercial establishment offering health and beauty treatment including the provision of steam baths, saunas and/or massage services, which employs or contracts the services of state licensed cosmetologists, or cosmetologists if no state license is required, and was specifically authorized by Moroccanoil in writing, in Moroccanoil’s sole discretion, to sell Moroccanoil Products;
3. Beauty Supply Store (“Qualified Beauty Supply Store”): a business that is primarily engaged in the sale of cosmetics, hair care products and/or beauty tools to end consumers, and was specifically authorized by Moroccanoil, in its sole discretion, to sell Moroccanoil products;
4. Independent Stylist (“Qualified Independent Stylist”): an individual that holds a state-issued cosmetology license and performs hair cutting, hair styling and/or hair coloring cosmetological services to commercial clients or consumers.
2. Marketing and Marketing Support Materials. Authorized Account, its employees and independent contractors must familiarize themselves with all Marketing Support materials provided by Moroccanoil to Authorized Account for the purpose of facilitating sales and providing ongoing customer support with respect to Moroccanoil products and to reinforce the Moroccanoil brand on a regular basis. The Marketing Support materials are made available on the Moroccanoil Authorized Account Portal at http://us.moroccanoilpartners.com/toolbox/merchandising. The Marketing Support materials are updated periodically by Moroccanoil and Authorized Account must ensure that employees and independent contractors will familiarize themselves with all material updates.
1. Any improper use of the Marketing Support Materials, such as promoting other brands of hair oil treatment, using the Marketing Support Materials to promote or sell products not made by Moroccanoil that bear Moroccanoil trademarks or degrading the Moroccanoil brand is prohibited and can result in termination of Authorized Account’s qualification as an Authorized Account, the repossession of all Marketing Support Materials, the termination of Authorized Account’s right to purchase, use and sell Products, the repurchase of any inventory of Moroccanoil Products in the possession of Authorized Account, and to Authorized Account being subject to legal action.
3. Exclusive Distribution. All of Moroccanoil’s (1) Distributors, (2) the sales representatives of Moroccanoil, (3) the sales representatives of Moroccanoil’s Distributors, (4) the sales representatives of each Authorized Account and, (5) individual stylists who purchases any Moroccanoil products (“Products”) agree that Products shall be supplied only to “Qualified Salons”, “Qualified Spas”, “Qualified Beauty Supply Stores” and/or “Qualified Independent Stylists”.
4. Use of Products. Unless this Section 4 is waived in writing by Moroccanoil, the Products are sold to Authorized Account only for: (1) use in the services performed by the Authorized Account, (2) use in the services performed on the premises operated by the Authorized Account, if applicable, and (3) for sale to bona fide customers of such Authorized Account on the premises operated by the Authorized Account, if applicable. Each bona fide customer must pay sales tax on each sale of the Products and the distributor or Authorized Account must submit to the government sales tax and sales tax records arising from the sale.
5. Quality Control. Authorized Account must adhere to Moroccanoil’s quality-control requirements related to the inspection, handling, and storage of Products as described in the Proper Storage and Distribution Policy available in Schedule 2 of this Agreement. Authorized Account must ensure that all Products sold are first inspected for signs of damage, defect, irregularities or any other non-conformance. Authorized Account is required to report any damage, defects, or non-conformances to Distributor and Moroccanoil. Authorized Account shall assist with recalls and other consumer-safety information efforts in the event in which Co-Distributor requires their assistance. Authorized Account shall provide ongoing support to Consumers and promptly reply to their inquiries.
6. Minimum Advertised Price Policy. Authorized Account acknowledges Moroccanoil’s Minimum Advertised Price Policy available in Schedule 3 of this Agreement and must exercise its own discretion and independently choose whether to comply with the terms of the Minimum Advertised Price Policy.
7. Warranty. Moroccanoil warrants all Products that were distributed through authorized distributors and sold by Authorized Accounts, as further detailed in the Limited Warranty policy available in Schedule 4 of this Agreement. Moroccanoil’s Products include a warranty that such Product shall conform to Moroccanoil’s standard specifications, its quality assurance standards and its product specifications. Authorized Account shall share any applicable warranty, guarantee, or return-policy information with its customers upon request.

Schedule 1

PRIVACY COMPLIANCE 

1. Data Sharing for Legitimate Interest: 

Authorized Account acknowledges and agrees that as part of this Agreement, certain sales data, and financial information ("Data") related to Authorized Account's transactions will be shared with Moroccanoil (including by Distributors) for legitimate interest purposes. This Data sharing is essential for accurate financial analysis, reporting, and business enhancement (including, without limitation, facilitate loyalty programs Moroccanoil makes available in which You participate, for anti-diversion purposes, and administering product recalls).   Authorized Account hereby directs Distributor to provide Moroccanoil with the Authorized Account’s contact information and all information related to purchases and transactions for Products made between the Authorized Account and the Distributor.  Distributors are an intended third-party beneficiary of this provision and are entitled to rely on Authorized Account’s authorization herein. 

2. Privacy law Compliance: 

Both parties agree to comply with all applicable privacy laws, regulations, and requirements, including but not limited  the California Consumer Privacy Act (CCPA), and any other relevant local, state, or federal privacy laws, with respect to the processing and protection of personal data, including the Data shared under this Agreement (“Privacy Laws”).   To the extent Authorized Account is a business entity, it agrees it is solely responsible to obtain any consents or other authorization to enable Distributor to share information identified in Section 1 of this Schedule.

3. Lawful Processing Basis: 

Authorized Account recognizes that the processing of the Data is based on legitimate interest. This lawful basis enables Moroccanoilto perform necessary financial analysis, reporting, and business enhancement and as described in Section 1. 

4. Data Protection and Security: 

Moroccanoil acknowledges its responsibility to ensure the confidentiality and security of the Data shared by Authorized Account or by a Distributor about an Authorized Account. Moroccanoil will implement appropriate technical and organizational measures to protect the Data from unauthorized access, disclosure, alteration, or destruction. 

5. Purpose Limitation: 

The Data shared under this Agreement shall be used solely for the purposes of financial analysis, reporting, and business enhancement (including the purposes listed in Section 1). Any other use or processing of the Data shall require explicit consent from Authorized Account. 

6. Data Subject Rights: 

Authorized Account’s customers and clients, who are the data subjects of the shared Data, retain their rights under the Privacy Laws. Moroccanoil agrees to facilitate the exercise of these rights, including but not limited to the rights of access, rectification, erasure, and objection. 

7. Data Retention and Deletion: 

Moroccanoil will retain the Data only for the duration necessary to fulfill the legitimate interest purposes specified in this Agreement and to comply with legal obligations. Upon completion of these purposes, Moroccanoil will promptly delete or anonymize the Data. 

8. Third-Party Disclosure: 

Moroccanoil shall not disclose the Data to any third parties, except as required by law or as necessary for the legitimate interest purposes outlined in this Agreement. 

9. Data Breach Notification: 

In the event of a data breach involving the shared Data, Moroccanoil shall promptly notify Authorized Account in accordance with the provisions of the Privacy Laws. 

10. Data Protection Officer (DPO): 

Moroccanoil has designated a Data Protection Officer (“DPO”) who is responsible for ensuring compliance with data protection regulations. Authorized Account may contact the DPO for any inquiries related to the processing of the Data. 

Schedule 2

PROPER STORAGE AND DISTRIBUTION POLICY

Entities that distribute, ship or sell Moroccanoil hair care and cosmetic products (“Products”) shall meet the requirements described in this document.

1. Storage Areas
   
1. The warehouse in which the Products are stored should be suitably designed, constructed and maintained to ensure appropriate storage of cosmetic products.
2. There must be a sufficient space, lighting and ventilation, including a proper ventilation system, to ensure appropriate storage conditions and cleanliness.
3. Warehouses in which the Products are stored must be constructed and maintained in a manner that prevents the entry of pests or extraneous material into the building, in particular by ensuring there are no holes or cracks in doors, windows, walls, ceilings and floors.
2. Storage and Transport (Physical protection):
   
1. Upon receipt, the Products should be inspected by authorized personnel responsible for quality assurance.
2. Upon receipt, the integrity of the Products, packaging materials and when applicable the shipping containers should be checked and approved.
3. If the storage area and the vehicle that distribute the Products also stores other items that are not cosmetics, there must be a physical separation between the Products and the other items. In order to ensure the quality and safety of the Products and the adherence to the quality specifications, Products that may harm the quality of the cosmetics will be stored in a separate room or separate transport vehicle.
4. The products should be stored off the floor and suitably spaced to permit ventilation, cleaning and inspection. Suitable pallets or shelves should be used and kept in a good state of cleanliness.
5. At all times, all opened, used, defected or non-conforming Products must be segregated, quarantined or rejected.
6. Transport of the Products shall be in vehicles that are suitable for this purpose. Suitable vehicles must have a clean storage area with no remnants of items that may potentially harm the quality of the Products.
7. Products that are considered hazardous, including aerosols and flammable cosmetics, should be transported in safe, suitably designed and secured containers in the transport vehicles.
8. Any entity that distributes, ships or sells the Products must ensure that it operates in full compliance with existing rules and regulations enforced by the Occupational Safety & Health Administration (OSHA) with respect to workplace safety, including employee training, use of personal protective equipment if required, safe work practices, personal and workspace hygiene, decontamination, handling of waste and medical monitoring.
9. Any entity that distributes, ships or sells the Products must ensure that it complies with any and all applicable state or federal regulation that governs commercial storage or transportation of cosmetic and electronic goods.
3. Storage conditions:
   
1. The storage conditions of the Products should be monitored and controlled. The warehouse or the storage areas have to be kept at room temperature and at a maximum humidity of 60% at all times.
2. Transportation and distribution operations shall be done in such a way as to protect Products from temperature and / or humidity deviations from the defined storage conditions and from light.
3. When only a limited amount of Products are delivered, measures should be set up to ensure stock turnover. Except in special circumstances, stock turnover measures should ensure that the oldest received stock of any given Product is delivered first.
4. Documentation:
   
1. When in possession of the Products one must keep records for the dispatch of Moroccanoil products, and attach the information to the purchase documents, in a designated file. Records should include information such as, but not limited to, date of dispatch; complete business name and address, type of entity responsible for the transportation, telephone number, names of contact persons; a description of the products and the delivery order number.
2. Records should be kept on file for a period that is no less than three years from the sale of the product.
3. At any and all times the applicable Records and the delivered products should match.
4. Moroccanoil reserves the right to request that individual samples of Product should be retained in an appropriate manner and in designated areas for further inspection.
5. If required, retained samples of Products should be kept in their primary package for an appropriate time under the recommended storage conditions.
6. Product release and delivery should be carried out only by authorized personnel responsible for the task in order to ensure compliance with the provisions of this Policy.

Schedule 3

UNITED STATES MINIMUM ADVERTISED PRICE POLICY

Effective January 1st, 2021
Introduction:

Moroccanoil Inc. (“Moroccanoil”) recognizes that our Authorized Account Partners (“Accounts”) invest significant time and resources to deliver an extraordinary customer experience through their knowledgeable staff and compelling vendor presentation. To support our Accounts’ efforts and, Moroccanoil’s brand reputation within the target consumer population, we have unilaterally adopted this Minimum Advertised Price (“MAP”) Policy (the “Policy”), which applies to all Accounts of Moroccanoil Products in the United States. Moroccanoil is confident that this program will strengthen its reputation among customers and benefit all of its Accounts.

Official Policy and Guidelines:

1. The MAP Policy is enforced by Moroccanoil in its sole discretion. Moroccanoil, unilaterally, reserves the right not to engage in business with any Account that is found to be violating this Policy.
2. Moroccanoil maintains a list of those products that are governed by this MAP Policy (“MAP Products”). Moroccanoil reserves the right to update or modify this list at any time in its sole discretion.
3. The MAP was established solely by Moroccanoil and is communicated to Accounts of Moroccanoil Products through a MAP Price Sheet (“Price Sheet”). The Price Sheet appears on the Moroccanoil Partners site, under the toolbox Merchandising (http://us.moroccanoilpartners.com/toolbox/merchandising). If Moroccanoil changes the MAP on any Product, it will provide notice to Accounts before such change takes effect.
4. THIS POLICY DOES NOT CONSTITUTE AN AGREEMENT BETWEEN ANY ACCOUNT OR OTHER PARTY AND MOROCCANOIL. Each Account must exercise its own discretion and independently choose whether to comply with the terms of this Policy. Moroccanoil neither solicits nor will it accept any assurance of compliance with this Policy from any Account or other party. This Policy is not negotiable and will not be altered for any individual Account.
5. It is a violation of this Policy to advertise any MAP Product at a price below the MAP listed in the Price Sheet.
6. This Policy applies to all Advertisements of MAP Products. “Advertisement” includes, but is not limited to, any and all communications, announcements, information or publications generated, developed, produced or distributed related to or on behalf of Moroccanoil Products, in any format or media, including, by way of example only, flyers, posters, coupons, mailers, inserts, newspapers, magazines catalogs, mail order catalogs, internet or similar electronic media including websites, forums, email newsletters, email solicitations, television, radio, and public signage. Such website features as “Click for price,” automated “bounce – back” pricing e-mails, pre-formatted e-mail responses, forms, automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features are considered to be communications initiated by the Account (rather than by the customer) and this constitutes “advertising” under this MAP Policy. This MAP Policy also applies to any activity which Moroccanoil determines, in its sole discretion, is designed or intended to circumvent, directly or indirectly, the intent of this MAP Policy, such as solicitations for ‘group purchases’ and the like.
7. This Policy does not apply or affects in any way the actual prices that an Account may charge for Moroccanoil products. Accounts are free to sell Moroccanoil products at any price they choose. This Policy applies only to Accounts’ advertised prices, not selling prices.
8. It is not a violation of this MAP Policy to advertise in general that the Account has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases, so long as the Account does not include any advertised price below MAP.
9. From time to time, Moroccanoil may permit Accounts to advertise MAP Products at prices lower than the MAP. In such events, Moroccanoil reserves the right to modify or suspend the MAP with respect to the affected products for a specified period of time by providing advance notice to all Accounts of such changes.
10. 1 From time to time Moroccanoil may offer a direct manufacturer’s rebate to customers. In such events, it is not a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that (a) the advertisement include a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style; (b) an asterisk is placed next to the net price after manufacturer’s rebate; and (c) the “*After manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.
11. It is a violation of this MAP Policy to include in any advertising for Moroccanoil Products any additional discount, coupon, gift card, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise) that translates into an immediate price reduction, where the cumulative effect would be to reduce the advertised price of any MAP Product below MAP. Advertising that includes an additional discount, coupon, gift card, points, or any other incentive for future purchases (regardless of whether the future purchases is of a Moroccanoil product) shall be evaluated under the same guidelines as described in Section 7 regarding product bundling. This Section 11 does not apply to any manufacturer’s rebate from Moroccanoil on Moroccanoil Products or its partners’ products.
12. It is not a violation of this MAP Policy to advertise that a customer may “call for price” or “email for price,” or to use similar language, specifically with respect to Moroccanoil Products, so long as no price is listed.
13. If an Account with multiple store locations violates this MAP Policy at any particular store location, then Moroccanoil will consider this to be a violation by all of the Account’s locations.
14. Although Accounts remain free to establish their own resale prices, Moroccanoil reserves the right to cancel all orders and indefinitely refuse to accept any new orders from any Accounts following Moroccanoil’s verification that such Account has advertised any MAP Products at a net retail sales price less that the then-current MAP retail price established by Moroccanoil, or if Account has violated this policy in any other way. Penalties for violating the MAP policy will be decided solely by Moroccanoil after confirmation of violation has taken place. Penalties could include suspension or termination of business relationship.
15. No Moroccanoil employee or agent is authorized to modify, interpret, or grant exceptions to this Policy with any Account. No person has the authorization to modify this Policy or to solicit or obtain agreement of any person to this Policy, and any such modification or agreement is invalid. This also includes any newly formulated consumer program or promotion that affects the below-listed MAP Products such as bundled discounts. Any questions about this Policy should be in writing and directed to our company directly using the email address [email protected].
16. This Policy shall remain in effect, as of the date first stated above, until amended, replaced or cancelled.

Schedule 4

LIMITED WARRANTY

Moroccanoil Inc. (“Moroccanoil”) expressly warrants that the Moroccanoil products it exclusively sells or permits authorized accounts to sell in the United States (collectively, the “Products”) will be free of material defects in manufacturing, material, or workmanship under normal use, consumption, subject to conditions contained in this limited warranty (the “Limited Warranty”). Moroccanoil does not warrant, and is not responsible for, any product other than Products sold by Moroccanoil, a qualified professional salon, spa, beauty supply store or independent stylist, select authorized retailers or online reseller, or from the official Moroccanoil website (an “Authorized Account”) who procured the Products from Moroccanoil and complied with Moroccanoil’s terms and conditions. This Limited Warranty will apply only to Products sold by Moroccanoil or an Authorized Account (that is contractually subject to and follows Moroccanoil’s quality controls) to a direct consumer of the Products (“Consumer”), unless otherwise prohibited by applicable law.

The Limited Warranty shall apply to each Product only if a valid receipt is provided as proof of purchase from an Authorized Account. This warranty does not cover any Moroccanoil products that were not originally purchased from an Authorized Account.

FOR STYLING TOOLS ONLY: in addition to providing the receipt, if the person claiming under the warranty is not the original purchaser, evidence of change of ownership of the Moroccanoil styling tool must be provided. If a Moroccanoil styling tool is bought from an Authorized Account and then sold to a third party, then the warranty transfers with the Moroccanoil styling tool, subject to appropriate evidence of the change of ownership. Moroccanoil warrants all of its styling tools against defects in materials and workmanship for two (2) years from original purchase date (“Warranty Period”). If we receive a valid claim during the Warranty Period, along with the documentation described in the preceding paragraph, we will repair the returned tool or (in our discretion) replace it with a product of equivalent value. Replacement products are warranted as above only for the remainder of the original applicable Warranty Period and the Warranty will continue to apply to the repaired or replaced styling tool only until the end of the original Warranty Period. This warranty DOES NOT COVER cosmetic damage including scratches or dents, or normal wear and tear including but not limited to: rusting, shorts in the power supply cord or plug, or excessive product buildup on the barrel or scratched or damaged barrel (in the case of styling irons), or damage due to accident, misuse or abuse such as: dropping (broken housing, broken hinges, loose barrel, rattling noise, etc.), wrong voltage supply (including use of the tool in a country other than where it was intended to be used), damage from external sources such as transport, electrical outages or power surges, damage or failure due to unpredictable circumstances or neglect in safety precautions or regular maintenance; use of styling tool for any purpose other than styling hair as set out in the tool manual, or any tampering or modification such as repair or attempted repair by unauthorized persons, or use of unauthorized attachments.

SOLE AND EXCLUSIVE REMEDY

If a manufacturing, material or workmanship defect arises regarding any Product and a valid claim is received by Moroccanoil, Moroccanoil will, at its sole discretion: (1) refund the cost of the Product or (2) replace the Product with another Moroccanoil product that is the same or similar to the Product returned to Moroccanoil under this Limited Warranty.

Moroccanoil will make every effort to replace Moroccanoil limited edition or specialty Products or discontinued Products but cannot guarantee their availability for replacement. Any Moroccanoil limited edition or specialty Products or discontinued Products still under its applicable Limited Warranty that cannot be replaced with an identical product will be replaced with the equivalent or substantially similar product based on availability.

In the event of a defect, the remedies explicitly provided herein shall be the Consumer’s sole and exclusive remedies. This Limited Warranty is extended only to the original end-use Consumer, and will not be extended to any other person or transferee.

EXCLUSIONS AND LIMITATIONS

Except for the remedies expressly set forth above or to the extent restricted or prohibited by applicable law, the Consumer shall bear the risk as to the quality and performance of the Products, and the Consumer assumes the entire costs associated with the Products should the Products prove defective following their purchase.

In addition to and without limiting the generality of the foregoing disclaimers, this Limited Warranty does not, under any circumstance, cover defects resulting from: normal wear and tear of the packaging, improper storage of the Products by the Consumer, or otherwise due to the normal aging of the Product once in the Consumer’s possession; cosmetic damage, including but not limited to scratches, dents on packaging unless such failure has occurred due to a defect in manufacturing, materials or workmanship; improper or unreasonable use or maintenance; failure to follow use instructions; accident; excess moisture once in the Consumer’s possession ; insects; damage caused by accident once in the Consumer’s possession, abuse by the Consumer, misuse by the Consumer, fire, excessively hot temperature once in the Consumer’s possession, excessive cold temperature once in the Consumer’s possession, or other external cause; unauthorized alteration or modification of original condition; damages caused by inadequate packing or shipping procedures that are beyond the control of Moroccanoil or its Authorized Accounts; damages caused by use in combination with non- Moroccanoil products; and products purchased from any sellers other than Authorized Accounts that are not subject to Moroccanoil’s strict quality controls.

FOR CONSUMERS WHO ARE COVERED BY AN APPLICABLE CONSUMER PROTECTION LAW OR REGULATION IN THEIR STATE, THE BENEFITS TO THE CONSUMER UNDER THIS LIMITED WARRANTY ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES OF CONSUMER UNDER SUCH LAWS OR REGULATIONS. SUCH BENEFITS MAY INCLUDE ADDITIONAL WARRANTIES OR RIGHTS RELATING TO THE PERFORMANCE OF THE PRODUCT AND REMEDIES APPLICABLE IN THE EVENT OF A DEFECT. THIS LIMITED WARRANTY WILL BE INTERPRETED UNDER THE LAWS OR REGULATIONS THAT APPLY TO A CONSUMER IN ANY STATE OF THE UNITED STATES, AND ANY PROVISION OF THIS LIMITED WARRANTY THAT CONFLICTS WITH ANY SUCH CONSUMER RIGHTS OR BENEFITS IS NOT APPLICABLE TO CONSUMERS COVERED BY SUCH LAW OR REGULATION. AS A RESULT, THE EXCLUSIONS AND LIMITATIONS SET OUT IN THIS LIMITED WARRANTY MAY NOT APPLY, OR MAY NOT FULLY APPLY, TO A PARTICULAR CONSUMER.

WARRANTY DISCLAIMERS

EXCEPT AS EXPRESSLY SET FORTH ABOVE, EACH PRODUCT IS PROVIDED SOLELY ON AN “AS IS” BASIS AND MOROCCANOIL MAKES NO OTHER WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOROCCANOIL SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IF SUCH DISCLAIMER OF ANY IMPLIED WARRANTY IS NOT PERMITTED BY APPLICABLE LAW, THE DURATION OF SUCH IMPLIED WARRANTY IS LIMITED TO THE DURATION OF THE WARRANTY PERIOD APPLICABLE TO THE PRODUCT AS SET FORTH ABOVE. SOME STATES MAY NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO A PARTICULAR CONSUMER. IF APPLICABLE LAW SPECIFIES A MINIMUM WARRANTY PERIOD THAT IS LONGER THAN THE APPLICABLE WARRANTY PERIOD SET FORTH IN THIS LIMITED WARRANTY, THEN THE APPLICABLE WARRANTY PERIOD FOR PRODUCTS SUBJECT TO SUCH APPLICABLE LAW WILL BE CONFORMED TO THE MINIMUM PERIOD SO REQUIRED. THIS LIMITED WARRANTY GIVES THE CONSUMER SPECIFIC LEGAL RIGHTS AND THE CONSUMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE AND PROVINCE TO PROVINCE AND FROM COUNTRY TO COUNTRY.

LIMITATION OF LIABILITY

IN NO EVENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WILL MOROCCANOIL, ITS DISTRIBUTORS, SUPPLIERS, OR AUTHORIZED ACCOUNTS BE LIABLE TO CONSUMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OF ANY KIND WHATSOEVER, ARISING OUT OF THE USE OF OR INABILITY TO USE ANY PRODUCT, INCLUDING, WITHOUT LIMITATION, PROPERTY DAMAGE, LOSS OF VALUE OF THE PRODUCT OR ANY THIRD PARTY PRODUCTS THAT ARE USED IN OR WITH THE PRODUCT, OR LOSS OF USE OF THE PRODUCT OR ANY THIRD PARTY PRODUCTS THAT ARE USED IN OR WITH THE PRODUCT, EVEN IF MOROCCANOIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT THE CONSUMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), THE ENTIRE AGGREGATE LIABILITY OF MOROCCANOIL AND ANY OF ITS DISTRIBUTORS, SUPPLIERS, AND/OR AUTHORIZED ACCOUNTS WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CONSUMER FOR ANY PRODUCT GIVING RISE TO LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

WARRANTY CLAIM PROCESS

To submit a warranty claim, call 1-888-700-1817. We may ask you to send us a photograph of your Product to validate the claim and, in some cases, we may ask that you return the product to Moroccanoil for inspection. Moroccanoil reserves the right to charge a shipping and handling fee in connection with the evaluation and fulfillment of any warranty claim.

If you have any questions regarding this warranty, please call us at 1-888-700-1817.

LOYALTY PARTNER PROGRAM ADDENDUM
TO THE AUTHORIZED ACCOUNT AGREEMENT

(“Loyalty Program Addendum”)

This Loyalty Program Addendum (“Addendum”) is entered into by and between Moroccanoil Inc., a California corporation ("Moroccanoil") and the entity listed below (“Authorized Account”). Each of Moroccanoil and Authorized Account may be referred to herein as a “Party” or collectively as the “Parties”. Any capitalized term not otherwise defined herein shall have the meaning given to it in the Authorized Account Agreement (the “Agreement”). Where there is a conflict between the Agreement and this Addendum, this Addendum shall prevail to the extent of such conflict. This Addendum is subject to all the terms and conditions set forth in the Agreement and supersedes all prior loyalty program agreements, engagements, or understanding between the Parties.

WHEREAS, Moroccanoil and Authorized Account are parties to the Agreement; and
WHEREAS, the Parties desire to amend the Agreement as set forth hereunder; and
NOW THEREFORE, in consideration of the foregoing, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to add the following provisions to the Agreement as follows:

1. Loyalty Partner Program (the “Program”)
1. Provided that Authorized Account meets the criteria set forth in this Loyalty Program Addendum, Authorized Account shall be granted the privilege of obtaining:
   
1. Certain Moroccanoil Products selected by Moroccanoil at no cost or at a cost that is less than prevailing cost; and
2. Marketing and/or educational materials that support the sale of Moroccanoil Products; and
3. Other benefits which may be granted by Moroccanoil in Moroccanoil’s sole discretion (“Rewards”).
2. All details regarding the Program, including its timing and duration, the amount of Moroccanoil Products that an Authorized Account must purchase to qualify, and the selection and amount of Rewards that an Authorized Account may acquire, are set by Moroccanoil, in its sole discretion.
3. The Program or any part of it may be modified or cancelled by Moroccanoil for any reason, at any time, and at Moroccanoil’s sole discretion.

Authorized Account agrees that the qualification requirements of the Program are a continuous obligation of Authorized Account, and Authorized Account may lose all benefits related to the Program if at any time after joining the Program Authorized Account stops complying with any of the requirements described in this Addendum.

1. In order to qualify as a participant in the Program, Authorized Account must:
   
1. Sign the Agreement;
2. Agree to purchase the quantity specified in the Minimum Purchase Requirement (“MPR”), communicated by Moroccanoil to Account. The quantity specified in the MPR may change from time to time at Moroccanoil’s sole discretion;
3. i Agree to purchase a selection of different SKUs from Moroccanoil’s Products line for sale to its customers, such selection to be determined by Moroccanoil in its sole discretion; and
4. At all times maintain sufficient inventory of each of the Moroccanoil Products to fulfill the reasonable needs of existing and expected customers.
1. Marketing Materials
1. Authorized Account agrees that all marketing support materials are provided under the terms of this Program by Moroccanoil to Authorized Account for the sole purpose of facilitating sales of Moroccanoil Products and to reinforce the Moroccanoil brand among Authorized Account’s customers.
2. Any improper use of the marketing support materials, such as promoting other brands of hair oil treatment, placing products not made by Moroccanoil that bear Moroccanoil trademarks, or degrading the Moroccanoil brand or trademarks is prohibited.
3. Authorized Account shall only use images of Moroccanoil Products provided or approved by Moroccanoil on its Permissible Public Websites and shall keep all Product descriptions and images up to date.
4. Failure to comply with Section 2 of this Addendum may result in termination of Authorized Account’s participation in the Program, the repossession of all marketing support materials, the termination of Authorized Account’s right to purchase, use and sell Products, the repurchase of any inventory of Moroccanoil Products in the premises operated by Authorized Account, and constitutes breach of the Agreement.
5. Authorized Account may purchase a one-time introductory package (“Package”) after being admitted to the Program which may include both discounted Moroccanoil Products as well as the right to place promotional displays (“Displays”) on the premises of Authorized Account:
1. Such Displays, to be provided by Moroccanoil subject to availability and at Moroccanoil’s sole discretion, are designed to showcase the Moroccanoil Products on the premises of Authorized Account.
2. The Displays are and shall remain the property of Moroccanoil and not the property of Authorized Account, and shall be used for the sole purpose of displaying Moroccanoil Products and not for any other use.
3. Upon termination of this Addendum for any reason, Moroccanoil may claim the Displays back from Authorized Account without further notification and without compensation.
4. Authorized Account agrees that the Displays are provided to them on a loan basis and only for the proper use of the Display while it is in the premises of Authorized Account.
5. Using the Displays in any other way or for any other purpose than the way stated herein may result in Moroccanoil claiming the Display back from Authorized Account, and may also result in the termination of this Addendum.
2. Diversion.
1. Unless explicitly authorized by Moroccanoil, Authorized Account agrees that all Products delivered to Authorized Account as part of the Program are delivered in reliance on Authorized Account’s ongoing representation to Moroccanoil that all Moroccanoil Products ordered or obtained are solely for Authorized Account use and in-person sale on the premises operated by Authorized Account. Unless explicitly authorized by Moroccanoil, Authorized Account may only use the Moroccanoil Products for cosmetological services performed at the premises operated by Authorized Account and sell the Moroccanoil Products to bona fide in-person clients of the Authorized Account.
2. Unless explicitly authorized by Moroccanoil, any other use or resale is prohibited and will be considered diversion and such conduct shall be governed in accordance with the Agreement.
3. If Authorized Account wishes to use or sell the Moroccanoil Products for any purpose other than those specified in this Addendum, Authorized Account must notify Moroccanoil of that different purpose in a signed writing.
4. If Authorized Account indented alternative use changes and it fails to inform Moroccanoil of that fact, or if an Authorized Account allows false, misleading, or incorrect information to cause it to qualify for free Moroccanoil Products or reduced cost Moroccanoil Products under the Program, Authorized Account’s conduct shall constitute a breach of the Agreement and fraudulent conduct.

COLOR ADDENDUM TO THE

AUTHORIZED ACCOUNT AGREEMENT

(“Color Addendum”)

This Color Addendum (“Color Addendum”) is entered into by and between Moroccanoil Inc., a California corporation ("Moroccanoil") and, if qualified per the qualification requirements of Section 1a. herein, the entity listed on the Authorized Account Agreement (“Authorized Account”). Each of Moroccanoil and Authorized Account may be referred to herein as a “Party” or collectively as the “Parties”. Any capitalized term not otherwise defined herein shall have the meaning given to it in the Authorized Account Agreement (the “Agreement”). Where there is a conflict between the Agreement and this Color Addendum, this Color Addendum shall prevail to the extent of such conflict. This Color Addendum is subject to all the terms and conditions set forth in the Agreement and supersedes all prior agreements, engagements, or understanding between the Parties with regards to the subject matter hereof.

   WHEREAS, Moroccanoil and Authorized Account are parties to the Agreement; and

   WHEREAS, Moroccanoil has launched a new line of hair color products (“Color Products”) and wishes to appoint authorized color accounts, which qualify per the terms herein (“Authorized Color Accounts”) to carry and use such Color Products;

   NOW THEREFORE, in consideration of the foregoing, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to add the following provisions to the Agreement as follows:

1. Qualification - Authorized Color Account
1. Unless specifically pre-approved in writing by Moroccanoil, only accounts qualifying as a “Qualified Salon” or “Qualified Independent Stylist” per the Criteria detailed in Exhibit A of the Authorized Account Agreement may qualify to purchase and use the Color Products and become an Authorized Color Account. Authorized Color Account represents and warrants that it currently meets and, during the full term of the Color Addendum, will continue to meet Moroccanoil’s requirement to be an “Authorized Color Account”. If Authorized Color Account changes its business operation and no longer meets Moroccanoil’s requirements to be an Authorized Color Account, the Color Addendum shall automatically terminate upon the change occurring.
2. Qualified Use
1. Authorized Color Account may only use the Color Products as part of the provision of cosmetological services performed by licensed professionals on customers in premises operated by the Authorized Color Account (“Qualified Use”).

1. Diversion.
1. Unless explicitly authorized by Moroccanoil in writing, Authorized Color Account agrees that all Color Products delivered to Authorized Color Account are delivered in reliance on Authorized Color Account’s ongoing representation to Moroccanoil that all Color Products ordered or obtained are solely for the purpose of the Qualified Use.
2. Unless explicitly authorized by Moroccanoil in writing, any use other than a Qualified Use and/or any resale of the Color Products shall be deemed a diversion by Authorized Color Account and is explicitly prohibited.
3. Moroccanoil may immediately terminate the Agreement and/or this Color Addendum if it reasonably believes that Authorized Color Account has engaged in an unauthorized use or diversion of the Color Products.
2. Indemnification.
1. Authorized Color Account shall indemnify, defend and hold Moroccanoil, and its respective officers, directors, employees, members, agents and affiliates harmless from and against any and all claims, liabilities, damages, expenses, fines, injuries to persons (including death), property damage, penalties and/or costs (including court costs and reasonable outside attorney’s fees and expenses) of any kind arising from any claim, suit, action, arbitration and/or proceeding brought by a third party against Moroccanoil relating to: (1) any use and/or misuse of the Color Products in cosmetological services performed by Authorized Color Account or any of its representatives; (2) any negligence or misconduct of Authorized Color Account or its representatives in performing cosmetological services involving the Color Products; or (3) any other claim related to Authorized Account's performance under this Color Addendum and/or breach of any of its obligations hereunder.
3. Termination of Color Addendum.
1. This Color Addendum is subject to the terms and conditions of the Agreement, with any termination of the Agreement causing immediate termination of the Color Addendum.
2. Termination for Cause. Either party may terminate this Color Addendum if the other party breaches or otherwise fails to comply with any material provision of this Color Addendum and such breach or failure is not cured within fifteen (15) days after written notice of such breach or failure, provided, however, that if the breach is not reasonably capable of being cured, the non-breaching party may immediately terminate the agreement.
3. Termination for Convenience. Either party may terminate this Color Addendum for convenience upon thirty (30) days’ prior written notice.
4. Effect of Termination. Upon termination, (i) Moroccanoil shall instruct Distributor to immediately stop providing Color Products to Authorized Color Account either directly or indirectly; (ii) Moroccanoil or Distributor shall each have the right to repurchase any Color Products sold to Authorized Color Account by Distributor that remain in Authorized Color Account’s inventory at the lowest price Authorized Color Account paid to Distributor for those Color Products; and (iii) Authorized Color Account shall immediately stop using any Color Products in services unless otherwise permitted in writing by Moroccanoil.