THE A METHOD, LLC
WHOLESALE TERMS AND CONDITIONS

Terms and Conditions are subject to change. For the latest version of these conditions, visit the A Method website. These conditions can be saved electronically or printed and shall apply to all transactions carried out via our website, in person, by email, and/or by telephone.

Please read these Terms and Conditions (hereinafter “this Agreement”) carefully and make sure that you fully understand them before using our services. Please note that by using the Services, you automatically and fully agree to be bound by these Terms and Conditions. If you do not accept these Terms and Conditions, you will not be able to purchase from The A Method, LLC

I. Relationship Between the Parties

The term “Seller” as used herein shall refer to The A Method, LLC, and the term “Buyer” as used herein shall refer to the party purchasing directly from The A Method, LLC, as set forth herein. Either Buyer or Seller may be referred to herein singularly as “Party” and plurally as “Parties.”

The term “the Products” as used herein shall refer to any and all products and services manufactured, distributed, formulated, and/or otherwise provided by Seller, excluding any electronic devices or accessories thereto.

Buyer will act as an independent contractor under the terms of this Agreement and not as a legal representative of Seller for any purpose whatsoever. Nothing in this Agreement shall be construed:

To give either party the power to direct or control the daily activities of the other party; or

To constitute the parties as principal and agent, employer and employee, or franchisor and franchisee. Seller and Buyer understand and agree that, except as specifically provided for in this Agreement, Seller does not grant Buyer the power or authority to make or give any agreement, statement, representation, warranty, or any other commitment on behalf of Seller, or enter into any contract or otherwise incur any liability or obligation (express or implied) on behalf of Seller, or to transfer, release, or waive any right, title or interest of Seller. If Buyer extends credit to its customers in connection with the sale of the Products, it does so entirely as its own risk and Seller shall not be liable for any default or bad debt thereby incurred.

No Authority to Commit; the relationship between Seller and Buyer is, and during the term hereof shall remain, strictly that of wholesaler and promoter-reseller-seller. This Agreement is entered into by Seller in reliance upon the facilities, personnel, and technical expertise of Buyer to promote and sell the Products, for which reason Buyer shall not transfer or assign its rights under this Agreement or delegate the performance of its obligations hereunder.

Seller expressly reserves the ability to alter the definition of products, and to change or terminate the level or type of service or support that Seller makes available to Buyer.

II. Duties and Obligations of Buyer

Violation of any of the provisions in this section (II) shall constitute a material breach of this Agreement.

Buyer shall use its own efforts to promote and sell the Products and shall do so, at its sole cost, expense, and risk.

Nothing herein will give rise to the creation of any labor relation by and between Seller and Buyer’s employees.

Buyer understands, acknowledges, and agrees that the continued maintenance of an image of excellence and high level of ethical marketing of the Products is essential to the continued success of both parties hereto. Accordingly, Buyer hereby agrees it shall, at all times:

Conduct business in a manner that reflects favourably on the Products and the good name, goodwill, and reputation of Seller;

Avoid deceptive, misleading, or unethical practices that are or might be detrimental to Seller, the Products, or the public, including, but not limited to, the making or offering of any payment to any government official for the purpose of influencing any act or decision of such official in furtherance of this Agreement;

Make no false or misleading representations, either orally or in any written materials, with regard to Seller or the Products;

Not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Seller or the Products;

Make no representations, warranties, or guarantees to customers or to the trade with respect to the specifications, indications, capabilities, or features of the Products that are inconsistent with the literature distributed by Seller;

Not enter into any contract or engage in any practice detrimental to Seller’s interest in the Products; and

Purchase all of its requirements for the Products from Seller and not from any other entity.

Buyer shall at all times during the term of this Agreement strictly comply with all cosmetic, pharmaceutical, and other applicable state and federal laws and regulations governing the distribution, promotion, marketing, and sale of the Products. Such compliance shall include, but shall not be limited to, the following duties:

Buyer shall keep Seller generally informed of the regulatory requirements imposed by the applicable laws and any and all efforts made by the Buyer to comply therewith;
Buyer shall disclose promptly to Seller all reports and any information which becomes available to Buyer relating to the efficacy, side effects, toxicity, or any instances of adverse or deleterious physiological effects caused by or related to the Products; Buyer shall not disclose such reports or information referred to herein to any third party without prior written consent of Seller;

Buyer shall promote and sell the Products for the use of consumers in compliance with local laws and regulations and good commercial practice and for uses and applications approved by Seller for the Products;

Buyer shall promptly make available to Seller any information which comes to Buyer’s attention which may have an adverse impact on Buyer’s ability to perform its obligation hereunder, including, but not limited to, correspondence from or demands made by any governmental or regulatory authority or any other Person concerning Buyer’s conduct of its business;

Buyer shall obtain and pay premiums and all costs associated with product liability insurance in an amount sufficient to satisfy local laws and commercial practices;

Buyer shall comply promptly with any recalls for Products issued by Seller or any applicable regulatory authorities; and

Buyer shall, and hereby does, indemnify and agree to pay, defend, and hold harmless Seller, and each of its officers, directors, shareholders, employees, and agents from any liability, loss, damage, cost, expense, (including attorney’s fees) arising from or pertaining in any manner to any claim by any party relating to Buyer’s representations, sales, or promotional activities, any changes made to the Products by Buyer which have not been authorized by Seller, or any use of the Products by customers of Buyer beyond the intended uses of the Product.

Buyer must order a minimum of six (6) units of each skin care product Buyer requests per order.

Seller reserves the right at any time to discontinue the manufacture, supply, or sale of any of the Products or any type of products, to make changes in materials or design, or to alter any of the Products, all without incurring any liability to Buyer.

It is hereby agreed by the Parties hereto that each Party is entering into this Agreement based on its own capacities, resources, and abilities and, therefore, Seller will not be responsible for the non-compliance of Buyer’s obligations and duties pursuant to this Agreement, and, similarly, Buyer will not be responsible for the non-compliance of Seller’s obligations and duties pursuant to this Agreement. Each party will pay all costs and expenses incurred during the performance of its respective obligations under this Agreement.

In addition to any other obligations herein, Seller shall, from time to time and at the request of the Buyer, provide Buyer with information and assistance reasonably related to the marketing of the Products.

Seller’s prices and fees do not include any national, state, or local sales, use, value-added, or any other taxes, custom duties, or similar tariffs or fees which Seller may be required to pay or collect upon the delivery of the Products or upon collection of the prices and fees. Should any tax or levy be made, Buyer agrees to provide Seller with appropriate resale certificate numbers and other documentation satisfactory to the applicable taxing authorities to substantiate any withholding taxes required by applicable law. If requested by Seller, Buyer will supply Seller with evidence of such payment of withholding tax, in a form acceptable to Seller to meet the requirements for any of Seller’s tax filings.

Upon receipt of the Products, Buyer shall thoroughly inspect each of the Products. Buyer shall promptly, and within no later than thirty days of the receipt of the Products, notify Seller of any deficiency, damage, or issue with the Products. Seller shall issue a refund, credit, or replacement of the Products at the Seller’s sole discretion. If Buyer purchases the Products as part of a “kit” or “bundle,” Buyer understands that the entirety of such “kit” or “bundle” must be returned to Seller in full for a refund or credit to Buyer’s account, which shall be issued at the sole discretion of Seller. If Buyer purchases the Products as part of a promotion whereby Buyer purchases the Products and receives additional Products at a discounted price or for free, Buyer must return in full to Seller all of the Products purchased as well as all of the Products received at a discounted price or for free in order to receive a refund, credit, or replacement, which shall be issued at the sole discretion of Seller.

Buyer shall at all times implement and exercise a first in, first out method of inventory whereby a particular Product Buyer receives shall be sold in order from first received to last received.

III. Intellectual Property Rights

Seller Trademarks: Buyer is not permitted to market and sell the Products under another Product name, sign, or logo. Buyer also agrees that during the term of this Agreement or at any time thereafter it will not register with any government authority or use any of Seller’s trademarks or trade names or any word, symbol, or design similar or confusingly similar thereto. Buyer shall not make any changes to the Seller’s Trademarks which have not been approved by Seller. Notwithstanding anything to the contrary herein, Seller may immediately terminate this Agreement if Buyer uses the Seller’s Trademarks in violation thereof.

Buyer shall promptly notify Seller:

Of any claims or objections that its use of Intellectual Property Rights in connection with the marketing or sale of the Products may or will infringe the names or other proprietary rights of another person.

Of any and all infringements, imitations, illegal use, or misuse by any Person or Company, of the Intellectual Property Rights which come to its attention. Buyer agrees to assist Seller, at Seller’s expense, in protecting and enforcing Seller’s Intellectual Property Rights.

Proprietary Rights Notice: Buyer shall, and hereby does, indemnify and agree to pay, defend, and hold harmless Seller, and each of its officers, directors, shareholders, employees, and agents from any liability, loss, damage, cost, expense, (including attorney’s fees) arising from or pertaining in any manner to any claim by any party relating to Buyer’s representations, sales, or promotional activities, any changes made to the Products by Buyer, or any use of the Products by customers of Buyer beyond the intended uses of the Product. No Transfer of Ownership: The Parties hereto acknowledge and agree that Buyer has not paid any consideration for the use of Seller’s Trademarks, and nothing contained in this Agreement grants to Buyer any right, title, or interest in any of Seller’s Trademarks. Buyer acknowledges and agrees that Seller owns and retains all trademarks, trade names, logos, designations, copyrights, and other proprietary rights in or associated with the Products, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any of Seller’s Trademarks, or other intellectual property rights belonging to or licensed to Seller (including, without limitation, any act or assistance to any act which may infringe or lead to the infringement of any of Seller’s intellectual property rights).

No Continuing Rights: Upon expiration or termination of this Agreement, Buyer shall immediately cease all display, advertising, and use of all Seller’s Trademarks and will not thereafter use, advertise, or display any trademark, trade name, logo, or designation which is, or any part of which is, similar to or confusing with any trademark, trade name, logo, or designation associated with any of the Products.

Confidentiality: Seller and Buyer agree that certain information supplied by each to the other during the term of agreement, including, without limitation, the Products, the documentation, and the intellectual property and technology underlying the Products, and information contained on purchase orders is proprietary, secret, confidential, or non-public. All such information shall be held in confidence by the receiving party, shall be used only for the purposes of this Agreement, and shall not be disclosed to any person other than an employee with a need to know the Information in order to fulfil obligations.

IV. Indemnification

Indemnification by Buyer: Buyer shall indemnify and hold Seller harmless from and against claims made by any Person arising out of the marketing, branding, designing, promotion, distribution, and sale of the Products, where and to such extent the damages have been caused by the action of Buyer, its employees, or agents.

Indemnification by Seller: Seller shall indemnify and hold Buyer harmless from and against claims made by any Person arising out of the manufacture of Products by Seller where and to such extent the damages have been caused by the fault of Seller, provided, however, that Buyer:

Provides defense and settlement of such claims; and

Allows Seller to direct the defense and settlement of such claims; and

Provides Seller with the information and assistance necessary for such defense and settlement of the claims; and

Does not enter into any settlement with respect to such claim. If a final injunction is obtained on an action based on any such claim against Buyer’s promotion, sale, or use of the products by reason of such infringement, or if in Seller’s opinion, such an injunction is likely to be obtained, Seller may, at its sole option, either: (i) obtain for Buyer the right to continue promoting, selling, or using the Products; (ii) replace or modify the Products so that such becomes non-infringing; or (iii) terminate this Agreement.

Limitation of Liability: The provisions of this Article set forth the entire liability of Seller and the sole remedies of Buyer with respect to any claims arising out of seller’s manufacture of the products. In no event shall Seller be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability, or other legal or equitable theory, for any direct, indirect, consequential, punitive, or other damages, including cost of procurement of substitute goods, technology, or services suffered by buyer or any of its customers arising out of or related to the distribution, promotion, marketing, sale, or use of the products.

Disclaimer of Warranty: EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO SUCH PRODUCTS.

V. Term and Termination

Term and Renewal: This Agreement shall commence on the date consented to by Buyer and shall continue for an initial term of one (1) year from that date. Thereafter, this Agreement shall automatically renew on the same terms and conditions for an additional one (1) year period, unless earlier terminated under the provisions hereof, or unless one Party provides to the other Party written notice of its intention not to renew at least sixty (60) days prior to the expiration of any renewal period, (hereinafter “Notice Period”). During the Notice Period, Buyer may sell all products then rightfully in its possession, either to third parties or to Seller, at Seller’s sole election and at Buyer’s actual cost; provided, however, that such Products are, in Seller’s sole determination, in good condition for sale.

Termination: This Agreement may be terminated by either Party, at any time and with written notice of termination effective on the date that such notice is received by the non-terminating Party, upon the occurrence of any of the following events:

Any material breach of a Party’s obligations under this Agreement;

Upon the insolvency or bankruptcy of a Party, the inability of a Party to pay its debts as they fall due, or upon the appointment of a trustee or receiver or the equivalent for a Party, or upon the institution of proceedings relating to dissolution, liquidation, winding up, bankruptcy, insolvency or the relief of creditors, if such proceedings are not terminated or discharged within thirty (30) days;

Upon a substantial change of management or ownership of Buyer or upon the acquisition of direct or indirect control of Buyer by any Person which manufactures or markets products that, in Seller’s sole determination, compete with the Products;

Upon the occurrence and continuation for an uninterrupted period of 90 days of a condition of Force Majeure as defined in this agreement;

Cure Period: If Seller shall commit any breach or be in default of its duties and obligations under this Agreement, Buyer shall give Seller written notice of such breach or default and shall request that such breach or default be cured. If Seller fails to cure such breach or default within thirty (30) days of the date of the notice of breach or default, Buyer may terminate this Agreement immediately by giving written notice of termination to Seller.

No Damages for Termination: SELLER SHALL NOT BE LIABLE TO DISTRIBUTOR OR ANY OF ITS EMPLOYEES OR AGENTS, FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH THIS ARTICLE. BUYER WAIVES ANY RIGHTS IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT OTHER THAN AS EXPRESSLY PROVIDED HEREIN.

Seller shall not be liable to Buyer on account of termination or expiration of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits, or anticipated income, or on account of any expenditures, investments, leases or commitments made by Buyer or for any other reason whatsoever. Buyer acknowledges that it has no expectations and has received no assurances from Seller that any investment by Buyer in the distribution, promotion, or sale of the Products will be recovered or recouped or that Buyer will obtain any anticipated amount of profits by virtue of this Agreement. THE PARTIES ACKNOWLEDGE THAT THIS ARTICLE HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY SET FORTH HEREIN.

VI. Rights and Obligations Upon Termination

Cessation of Rights: Upon expiration, non-renewal, or termination (collectively, “Termination”) of this Agreement for any reason whatsoever, all rights and obligations of the parties hereunder shall cease, except as specifically provided in this Agreement; provided, however, that Termination of this Agreement shall not relieve the parties hereto of any obligations, including but not limited to Buyer’s obligations to pay for all Product purchased prior to said Termination.

Survival: Notwithstanding the Termination of this Agreement, Buyer and Seller shall continue to abide by the terms of the non-disclosure obligations included in any Confidentiality and Non-Disclosure Agreement signed by the Parties.

Waiver of Termination Compensation: Upon Termination of this Agreement for any reason whatsoever, Seller shall not be liable for, and Buyer hereby waives, all right to compensation and all claims of any kind whether on account of the loss by Buyer of present prospective profits, anticipated orders, expenditures, investments, commitments made in connection with this Agreement, goodwill created, or on account of any other cause whatsoever.

Orders After Termination Notice: In the event that any notice of termination of this Agreement is given, Seller will be entitled to reject all or part of any orders received from Buyer after notice but prior to the effective date of termination if availability of the Products is insufficient at the time to meet the needs of Seller and its customers fully. In the event that any notice of termination of this Agreement is given by any party hereto, Seller is released from its obligation to fill any outstanding purchase orders, and is entitled to reject all or part of any purchase orders received from Buyer or previously received but not yet filled by Seller as of the effective date of such notice.

VI. Rights and Obligations Upon Termination

Entire Agreement and Amendments: This Agreement and all the Exhibits and the purchase orders accepted by Seller hereunder constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements between the parties, whether written or oral, relating to the same subject matter. No modification, amendments, or supplements to this Agreement shall be effective for any purpose unless executed with the same formality as this Agreement. Approvals or consents hereunder of a Party shall also be executed with the same formality as this Agreement.

Force Majeure: Neither party shall be liable to the other party for any delay or omission in the performance of any obligation under this Agreement, other than the obligation to pay monies, where the delay or omission is due to any cause or condition beyond reasonable control of the party obliged to perform, including, but not limited to, strikes or other labor difficulties, acts of God, earthquakes, acts of government (in particular with respect to the refusal to issue necessary import or export licenses), war, riots, embargoes, or inability to obtain supplies (“Force Majeure”). If Force Majeure prevents or delays the performance by a Party of any obligation under this Agreement, then the Party claiming Force Majeure shall promptly notify the other Party thereof in writing and take reasonable action to mitigate losses and damage.

Severability: In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.

Execution of Agreement Governing Law: This Agreement will become effective only after it has been consented to by Buyer and has been accepted by Seller at its principal place of business. This Agreement shall be governed by and construed in accordance with the laws of the state of Kentucky and Buyer hereby submits to the personal jurisdiction thereof. Buyer consents to the enforcement of any judgment rendered in the state of Kentucky in any action between Buyer and Seller. Any and all defenses concerning the validity and enforceability of the judgment shall be deemed waived unless first raised in a court of competent jurisdiction in the state of Kentucky.

Equitable Relief: Buyer acknowledges that any breach of its obligations under this Agreement with respect to the proprietary rights or confidential information of Seller will cause Seller irreparable injury for which there are inadequate remedies at law, and, therefore, Seller will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law.

Waiver: The failure of either party hereto to enforce at any time the provisions hereof shall not be construed to be a waiver of such provisions nor of the right of such party thereafter to enforce each and every such provision. Counterparts: This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original and all of which taken together shall constitute but one and the same document.