Partner Terms & Conditions
First Dose LLC d/b/a First Dose Cosmetics A Florida Limited Liability Company
Effective: May 18, 2026 Version 2.6
A WORD FROM US
Thank you for choosing to carry First Dose. We built this brand alongside practitioners we admire, and we think of the people who carry our Products less as accounts and more as Partners in a category we are creating together. The post-enhancement window matters, and the way it is cared for sets a standard your patients will remember long after their appointment.
Every relationship needs a shared understanding of how it works. That is what this document is. We have written it to be clear rather than clever, and we have included a few notes throughout to explain the spirit behind a provision when the legal language alone might not capture it. Where these terms protect the brand, they protect every Partner who chooses to uphold it. Where they create obligations, they create the same obligations for us as for you.
If anything in here is unclear, or if a situation arises that does not seem to fit neatly within these terms, we would rather hear from you and work through it together than have you guess. Our team is reachable, and we mean it. The contact information is at the end of this document.
We are glad to be working with you.
— The First Dose Team
HOW THESE TERMS ARE ORGANIZED
This document sets out the shared understanding between First Dose and any practice that joins the Partner program. It is written to be read — not skimmed — and we have organized it so the parts that matter most are easy to find.
In this public document. How a Partner relationship is formed, how the Products are sold, the standards we hold across the network, how the brand is represented, how disputes are handled, and the legal terms that apply to every Partner.
Shared after approval. Specific Partner Pricing, margin structures, eligibility for preferred or tiered pricing, training materials, and other program details are communicated privately to Partner once an application is approved. These are Confidential Information under Section 10, and we keep them out of the public document so the relationship can be built with the appropriate trust on both sides.
Reaching us. If anything in this document raises a question or a situation you would like to talk through, the contact details are in Section 20.
PREAMBLE
These Partner Terms and Conditions (the "Agreement") govern the wholesale purchase, resale, and brand-representation relationship between First Dose LLC, a Florida limited liability company doing business as First Dose Cosmetics ("First Dose," "we," "us," or "our"), and the medical aesthetic practice, medspa, or licensed practitioner that has submitted a Partner application and accepted these terms ("Partner," "you," or "your").
First Dose has developed a category of post-enhancement care and has invested significant time and resources in formulation, brand architecture, clinical positioning, and category language. The integrity of that category depends on every Partner upholding the same standard of presentation, pricing, and practice. This Agreement is the operational expression of that shared standard.
By checking the box marked "I agree to the Terms and Conditions," by submitting any Partner order, or by receiving and accepting any First Dose product for resale, Partner acknowledges that it has read, understood, and agreed to be bound by every provision of this Agreement, including the binding arbitration clause and class-action waiver set forth in Section 18.
Partner represents that the individual accepting this Agreement is at least eighteen (18) years of age and has the legal authority to bind the Partner entity.
1. DEFINITIONS
As used throughout this Agreement, the following terms have the meanings set forth below. Capitalized terms not defined here have the meanings given elsewhere in this Agreement.
"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of fifty percent (50%) or more of the voting interests.
"Approved Channels" means the Partner's licensed physical medspa or medical aesthetic practice location(s) listed in Partner's application, and Partner's primary business website operated under a domain owned or controlled by Partner. No other channels are Approved Channels unless designated in writing by First Dose.
"Brand Assets" means the First Dose name, the First Dose Cosmetics name, the NaturaLip name and mark, all trademarks (registered or unregistered), service marks, trade names, logos, taglines, brand colors, typography, product photography, packaging design, copy, the Patient Experience Card, the State of Post-Enhancement Care Report, all category and protocol language defined in Section 9, and any future brand, marketing, training, or program materials First Dose develops or releases over time.
"Confidential Information" means any non-public business, technical, financial, or strategic information disclosed by First Dose to Partner, whether written, oral, or visual, including Partner pricing, margin structures, formulation details, supplier relationships, training materials, clinical study data, and the contents of any First Dose-authored handbook or playbook.
"MOQ" means the minimum order quantity for each Partner purchase: twenty (20) retail units of NaturaLip, twenty (20) retail bags, and the corresponding allocation of Sachets. The MOQ is fixed and applies to every order, subject to revision by First Dose upon thirty (30) days' written notice.
"MSRP" means the manufacturer's suggested retail price set by First Dose, currently fifty-nine United States dollars ($59.00 USD) per retail unit of NaturaLip, subject to revision by First Dose upon thirty (30) days' written notice.
"Partner Pricing" means the per-unit pricing made available to Partner upon account approval, as updated by First Dose from time to time.
"Products" means NaturaLip Restorative Balm in its retail unit format, NaturaLip Sachets, retail bags, and any other First Dose product subsequently made available for Partner purchase. "Products" also includes items First Dose provides to Partner that are not for resale, such as display décor, retail fixtures, marketing collateral, sample materials, and other practice-presentation items supplied by First Dose.
"Protocol" means the in-chair clinical application sequence and at-home continuation guidance developed by First Dose for use with the Products, as documented in the materials provided to Partner during onboarding.
"Sachet" means a 0.5mL single-dose unit of NaturaLip (a "Professional Dose Sachet") packaged for in-chair clinical application by Partner's licensed practitioners at the point of care.
"Territory" means the United States, unless otherwise agreed in writing.
2. BECOMING A PARTNER
2.1 Eligibility. Partner accounts are available to licensed medical aesthetic practices, medspas, dermatology practices, plastic surgery practices, and individual licensed practitioners operating within the scope of applicable state law. Partner represents that it holds, and will maintain throughout the term of this Agreement, the licenses, registrations, and authorizations required by the jurisdiction in which Partner operates.
2.2 Approval. Submission of a Partner application does not by itself create a Partner relationship. First Dose reviews each application individually and reserves the right to approve, decline, or revisit any application based on factors including practice fit, market position, and category alignment. Where an application is not approved, we are happy to share what we can about the basis for the decision and to consider reapplication in the future.
2.3 Accurate Information. Partner agrees to provide accurate, complete, and current information during the application process and to update such information promptly upon any material change, including ownership changes, location changes, licensing changes, or change of practice name.
2.4 Resale to Patients. Partner accounts are for resale to Partner's own patients and practice clientele. Partner agrees not to resell the Products to other resellers, distributors, wholesalers, retailers, e-commerce operators, or any third party who is not a direct patient of Partner's practice. If a particular arrangement falls outside this norm and you believe it serves both parties, we welcome the conversation in advance of any order.
3. ORDERS, PRICING, AND PAYMENT
3.1 Minimum Order Quantity. Every Partner order consists of twenty (20) retail units of NaturaLip, twenty (20) retail bags, and the corresponding Sachet allocation. The MOQ is fixed and applies to every order placed under the Partner program.
3.2 Partner Pricing. Partner Pricing is communicated to Partner upon account approval and may be updated by First Dose upon thirty (30) days' written notice. We hold pricing firm during the initial Partner period, which keeps the relationship fair across every practice in the network. As order history establishes itself and a Partner's commitment to the brand and the Protocol becomes evident, we reserve the right to extend exclusive Partner pricing or other preferred terms to loyal Partners at our discretion. Eligibility, structure, and specifics of any such tiered or preferred pricing are determined by First Dose and communicated privately to Partner.
We hold pricing firm at the start because consistency is what makes the relationship fair across the Partner network. As a Partner builds order history with us, that loyalty matters — and our team works to recognize it in ways that make sense for both sides. The conversation about preferred terms is one we have with established Partners directly.
3.3 Payment Terms. Unless otherwise agreed in writing, orders are payable in full at the time of order placement by credit card, ACH, or other payment method designated by First Dose. Net terms may be considered on a case-by-case basis once an ordering history is established, and we are happy to discuss this with established Partners.
3.4 Taxes. Partner Pricing is exclusive of all sales, use, excise, value-added, and similar taxes. Partner is responsible for collecting and remitting any sales tax applicable to its resale of the Products to patients.
3.5 Shipping, Delivery, and Damaged Shipments. Title and risk of loss pass to Partner upon delivery to the common carrier at First Dose's fulfillment location. That said, if a shipment arrives damaged, short, or otherwise not in good condition, please reach out to us within seven (7) business days of receipt with photographs and a brief description, and we will work with you to make it right. Each shipment concern is handled on a case-by-case basis, and our general posture is to find a solution that respects both the carrier's liability framework and the relationship we have with you.
Once a shipment leaves our hands, the carrier's liability framework applies. That said, where a Partner is clearly not at fault for a delivery issue, the First Dose team works to find a fair resolution. Please reach out with photos and details, and we will take it from there.
3.6 Order Changes and Returns. Partner orders are generally final once placed. Where an issue arises — a manufacturing defect, a fulfillment error, a change in your practice circumstances after an order has been placed — please contact us. We review situations like these individually and aim to find a resolution that is fair to both sides. Our preferred remedy for a verified manufacturing defect is replacement of the affected units; other situations are handled case-by-case.
4. RESALE PRICING AND THE STANDALONE PRODUCT
4.1 Standalone Retail Price. Partner publicly lists and advertises each retail unit of NaturaLip at the MSRP of fifty-nine United States dollars ($59.00 USD) per unit, or such other MSRP as First Dose may establish from time to time upon thirty (30) days' written notice. The standalone retail price displayed at point of sale, on Partner's website, in print materials, in email marketing, and across all advertising remains at MSRP.
4.2 Partner Discretion Beyond the Listed Price. Once Products are purchased from First Dose, Partner is free to integrate, bundle, package, or otherwise use the Products within Partner's practice as Partner determines appropriate — including pricing inside service packages, promotional structures with treatments, and other commercial arrangements at Partner's discretion. The MSRP commitment in Section 4.1 governs the publicly listed standalone retail price; Partner's internal use of the Products beyond that public listing is left to Partner's judgment.
4.3 If a Pricing Question Arises. Where a question or concern about the publicly listed retail price comes up, the First Dose team is reachable and will work with Partner to clarify the standard and address the situation. First Dose reserves its rights under this Agreement where a pattern of publicly listed pricing below MSRP is willful or persistent.
5. WHERE THE PRODUCTS ARE SOLD
5.1 Approved Channels. Partner sells the Products through the Approved Channels: (a) Partner's licensed physical medspa or medical aesthetic practice location(s) listed in Partner's application, and (b) Partner's primary business website operating under a domain owned or controlled by Partner.
5.2 Channels That Are Not a Fit. Because the Product is built around an in-practice protocol and a particular standard of presentation, certain channels are not part of the Partner program. Partner agrees not to sell, list, advertise, distribute, or make the Products available through:
(a) Amazon, Walmart Marketplace, Target.com, eBay, Etsy, Mercari, Poshmark, TikTok Shop, Instagram Shop checkout, Facebook Marketplace, or any other third-party online marketplace;
(b) Mass retail or chain retail of any kind, including pharmacy chains, department stores, beauty supply chains, big-box retailers, club stores, and grocery chains;
(c) Discount retailers, off-price retailers, liquidation outlets, or wholesale clubs;
(d) Auction sites, flash-sale sites, daily-deal platforms, or group-buying platforms including Groupon and similar;
(e) Drop-shipping arrangements, white-label arrangements, subscription box services, or co-packaging into any other product;
(f) Any website, platform, or storefront not owned and operated by Partner under a domain Partner controls;
(g) International sale or shipment outside the Territory without First Dose's prior written consent.
These restrictions exist because the Product was designed to be experienced in a particular way, not because we are skeptical of our Partners. If you have an idea for a channel or partnership that is not listed and you think it might serve both of us, we would love to hear it before you act on it.
5.3 Online Listings on Partner's Own Site. When Partner sells through its own website, the Product is displayed at MSRP, uses First Dose's approved product photography and copy where Partner chooses to use brand-supplied assets, and is not enrolled in third-party affiliate programs. Partner also agrees not to bid on the words "First Dose," "NaturaLip," or other First Dose trademarks as paid search keywords without our prior written consent.
5.4 Unintended Diversion. If First Dose Products appear on a Prohibited Channel and are traced back to a Partner's inventory, we will reach out first to understand what happened. Many situations turn out to be a former employee, a returned-shipment issue, or a buyer who misrepresented themselves. Where a Partner has acted in good faith, we will work through it together. Where a Partner has knowingly diverted inventory, we reserve our rights under Section 17.
6. THE PROTOCOL AND STANDARD OF CARE
6.1 Sachet Use. Sachets are 0.5mL Professional Dose Sachets formatted for in-chair clinical application by Partner's licensed practitioners as the final step of a filler procedure. This is the intended use case and the format the Sachet was designed around.
6.2 Trained Personnel. Partner ensures that personnel handling, applying, or recommending the Products have received the onboarding materials provided by First Dose and understand the clinical and brand language standards in those materials. We provide updated materials from time to time, and we are always available to support training or answer questions.
6.3 Claims and Statements About the Product. NaturaLip is a cosmetic product, not a drug. Because of how cosmetics are regulated, Partner agrees not to represent that the Products heal, treat, cure, prevent, repair, or accelerate recovery from any condition, or otherwise produce a therapeutic or physiological outcome. This is a regulatory requirement, not a stylistic one — accurate claims protect both the Partner and the brand.
6.4 Use Within Scope of License. Partner and its personnel use and recommend the Products within the lawful scope of their professional licensure and for the cosmetic, post-enhancement applications for which the Products are intended.
7. BRAND MATERIALS
First Dose encourages Partners to share the Product, the Protocol, and the experience with patients in the voice that feels natural to their practice. The provisions below cover how Brand Assets are used and the limits that apply to product claims.
7.1 Approved Brand Assets. First Dose provides product photography, copy blocks, the Protocol Card, and other Brand Assets to Partner following account approval. Partner is welcome to use these as-is, and the assets are not to be modified, redrawn, recolored, or recomposed. Where Partner wants something customized to its practice — a co-branded clinic photograph, an adapted layout for a specific channel — the First Dose team is reachable to discuss what can be supported.
7.2 Repost and Attribution. Partner grants First Dose permission to repost, share, and feature Partner content that depicts the Products on First Dose channels, with attribution to Partner. Partner's own social and editorial voice otherwise remains Partner's own.
7.3 Claims and Regulatory Language. Partner agrees not to make medical or therapeutic claims about the Products as described in Section 6.3. This is a regulatory requirement that applies to First Dose as well, and it protects every Partner who carries the brand.
7.4 Partner Branding License to First Dose. Partner grants First Dose LLC, doing business as First Dose Cosmetics, a non-exclusive, royalty-free, revocable license to use Partner's name, logo, practice imagery, and other branded materials (collectively, "Partner Branding") for the limited purpose of collaborative content, joint social media posts, co-branded marketing materials, the Partner Registry, press features, and other content connecting Partner with First Dose Cosmetics and its Products. First Dose agrees to use the Partner Branding only in connection with First Dose Cosmetics, its Products, and the brand relationship between the parties, and to operate in good faith and with goodwill in every use — never to defame, disparage, or misuse the Partner Branding, and never in a context that would reasonably be expected to harm the Partner's reputation or practice.
7.5 Revoking or Restricting the License. Partner may revoke or restrict the license in Section 7.4 at any time by providing written notice to First Dose at legal@firstdosecosmetics.com. The revocation or restriction takes effect upon receipt of the notice, after which First Dose will discontinue new uses of the Partner Branding as requested. Content that was published, scheduled, or printed before the notice is received remains in place until it is naturally rotated out, and First Dose will not be obligated to recall or destroy materials already in distribution.
7.6 Content Created Through First Dose Representatives. From time to time First Dose works with Muses, Ambassadors, Influencers, content creators, and other individuals who represent or create content on behalf of the brand (collectively, "First Dose Representatives"). Where a First Dose Representative is sent, dispatched, or otherwise arranged by First Dose to visit, photograph, film, or create content at or about a Partner's practice, the content generated through that engagement is owned by First Dose. Partner is granted a non-exclusive, royalty-free license to use such content for Partner's own practice marketing in alignment with Section 7.4. Where Partner separately initiates and produces its own content using its own resources — even if a First Dose Representative happens to be present or participates as a guest — that Partner-produced content is owned by Partner, subject to the repost license in Section 7.2.
7.7 Collaborative Content and Cross-Licensing. Where content is co-produced by Partner and First Dose (or by Partner and a First Dose Representative on First Dose's behalf), each party retains ownership of its own contributions, and each party grants the other a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, distribute, and display the combined work for its own brand and practice purposes. Both parties agree to use the combined work in good faith and goodwill toward the other. As a default principle: where First Dose initiates the collaboration and asks Partner to participate, First Dose leads ownership of the resulting content; where Partner initiates the collaboration and invites First Dose to participate, Partner leads ownership. The leading party retains the right to take down, modify, or refresh the content over time, with notice to the other party where practical.
7.8 Direct Engagement with First Dose Representatives. First Dose Representatives are part of the First Dose extended team, and the relationships First Dose builds with them are part of how the brand reaches Partners and patients. Partner agrees not to engage a First Dose Representative for paid services, sponsored content, brand partnerships, or other compensated arrangements that would substitute for, compete with, or circumvent the role the First Dose Representative plays in connection with the First Dose program, without first coordinating with First Dose. Normal courtesy interactions — hospitality during a visit, social connection, casual conversation, mutual support — are welcome and not restricted by this Section. The intent is to keep the brand-representative relationship clean and to avoid situations where a Partner inadvertently puts a Representative in a position that conflicts with their First Dose engagement.
As First Dose grows, the brand will work with creators and representatives who travel, generate content, and bring the category to life. The clauses above are about keeping those relationships clean for everyone — so Partners know what they own, what First Dose owns, and how to navigate working alongside the people First Dose sends. The default is collaboration. The structure is here to support it, not to police it.
8. INTELLECTUAL PROPERTY AND LICENSE GRANT
8.1 Ownership. All right, title, and interest in and to the Brand Assets, including copyrights, trademarks, service marks, trade dress, patents (pending or issued), domain names, trade secrets, formulations, and goodwill associated therewith, remain the property of First Dose or its licensors. Nothing in this Agreement transfers ownership of any Brand Asset to Partner.
8.2 Limited License. Subject to Partner's continued compliance with this Agreement, First Dose grants Partner a limited, revocable, non-exclusive, non-transferable, royalty-free license, during the term of this Agreement, to use the Brand Assets for the purpose of marketing, displaying, and reselling the Products through the Approved Channels. This license ends when this Agreement ends.
8.3 Brand Asset Integrity. Partner agrees not to modify, alter, redraw, recolor, recompose, or create derivative works from the Brand Assets, and to reproduce the Brand Assets in the form and proportion provided. This keeps the brand consistent across every Partner location and every patient interaction.
8.4 Goodwill. Goodwill arising from Partner's use of the Brand Assets inures to the benefit of First Dose.
8.5 Reservation of Rights. Rights not expressly granted to Partner are reserved to First Dose. First Dose has filed for trademark protection on certain of its brand marks, and Partner agrees not to challenge, oppose, or seek to register any mark that is confusingly similar to a First Dose trademark application or registration.
8.6 Notice of Infringement. If Partner becomes aware of conduct that clearly infringes a First Dose trademark, copyright, or other Brand Asset — including counterfeit Products, unauthorized resale through Prohibited Channels, or material misuse of the Brand Assets that defames or dilutes the brand — Partner notifies First Dose.
9. CATEGORY AND PROTOCOL LANGUAGE
First Dose uses a distinct vocabulary when talking about its category of professional aesthetic care — phrases including "Post-Enhancement Care," "The Protocol," "Completing the treatment," "Where Beauty Lasts," and similar terms that the brand develops over time (the "Category Language"). Partner is encouraged to use the Category Language when marketing the Products and presenting the Protocol within Partner's practice, in alignment with the way First Dose presents the category. Where any portion of the Category Language becomes the subject of trademark registration, the protections in Section 8 apply to that portion.
10. CONFIDENTIALITY
10.1 Mutual Trust. In the course of the Partner relationship, First Dose may share Confidential Information with Partner — Partner Pricing, training materials, clinical study data, strategic documents, and similar non-public information. Partner agrees to (a) keep that information confidential; (b) use it for the purpose of performing under this Agreement; (c) not disclose it to third parties except to employees and contractors with a need to know who are bound by similar confidentiality obligations; and (d) protect it with reasonable care.
10.2 What Is Not Confidential. Confidential Information does not include information that (a) becomes publicly available through no fault of Partner; (b) Partner already knew without restriction; (c) Partner rightfully receives from a third party without restriction; or (d) Partner independently develops without reference to the Confidential Information.
10.3 Legally Required Disclosure. If Partner is legally required to disclose Confidential Information, Partner will let First Dose know in advance where legally permissible so we can decide together how to handle it.
10.4 Survival. These confidentiality obligations continue for five (5) years after the Partner relationship ends, and indefinitely for information that qualifies as a trade secret under applicable law.
11. PATIENT PRIVACY AND DATA
11.1 Partner's Compliance Obligations. Partner is responsible for compliance with federal, state, and local laws governing patient information, including the Health Insurance Portability and Accountability Act (HIPAA), state medical privacy statutes, and applicable consumer privacy laws. First Dose is not a HIPAA business associate of Partner, and the Products do not require disclosure of protected health information.
11.2 Sharing Anonymous Feedback With Us. Where Partner chooses to share anonymized or aggregated patient feedback with us — for example, through Patient Experience Cards or surveys — Partner confirms it has obtained any patient consent required by law and that the data does not contain personally identifying or protected health information unless we have agreed in writing to receive it under a separate data agreement.
11.3 Patient Testimonials and Imagery. Where Partner wants to feature patient testimonials, photographs, or before-and-after imagery in connection with the Products, Partner obtains a written release from the patient authorizing the specific use and complies with applicable advertising and endorsement laws, including FTC guidelines.
12. REGULATORY COMPLIANCE
12.1 Cosmetic Classification. NaturaLip is regulated as a cosmetic in the United States. Partner agrees not to represent it as a drug, medical device, biologic, or therapeutic product, and not to use language attributing physiological or therapeutic outcomes to the Products.
12.2 FTC Disclosure. Where Partner provides compensation, free product, discount, or other consideration to a third party in exchange for content featuring the Products, that content is properly disclosed by the third party in accordance with FTC guidelines.
12.3 Anti-Bribery and Anti-Kickback. Partner agrees not to offer, give, solicit, or receive any improper payment, gift, or other thing of value in connection with the purchase, sale, recommendation, or use of the Products, including any payment that would violate the federal Anti-Kickback Statute, state anti-kickback laws, or fee-splitting prohibitions applicable to licensed medical professionals.
12.4 Recalls and Adverse Events. Partner agrees to (a) cooperate with any recall, withdrawal, or corrective action initiated by First Dose, including ceasing sale, segregating affected inventory, and providing reasonable assistance with patient notification where applicable; and (b) promptly let us know about any adverse event, complaint, injury, or allegation of harm reported by a patient in connection with the Products. Reach out by phone or email — we treat these reports with urgency and discretion.
13. WARRANTIES AND DISCLAIMERS
13.1 What We Warrant. First Dose warrants that the Products, at the time of shipment, (a) conform to their published specifications; (b) are manufactured in accordance with applicable cosmetic Good Manufacturing Practices; and (c) are free from defects in material and workmanship. Where a Product is reported as defective within seven (7) business days of receipt, our primary remedy is replacement of the affected units, and we are happy to discuss other approaches case-by-case where replacement is not practical.
13.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 13.1, THE PRODUCTS ARE PROVIDED "AS IS," AND FIRST DOSE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
13.3 Partner Confirmations. Partner confirms that (a) it has the authority to enter into this Agreement; (b) doing so does not violate any other agreement or obligation; (c) it will perform under this Agreement in accordance with applicable laws; and (d) it holds the licenses, registrations, and authorizations required for its practice.
14. INDEMNIFICATION
14.1 Partner Indemnification. Partner agrees to defend, indemnify, and hold harmless First Dose, its Affiliates, and their respective officers, directors, employees, contractors, and agents from and against third-party claims, suits, demands, liabilities, damages, losses, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of (a) Partner's material breach of this Agreement; (b) unauthorized medical or therapeutic claims made by Partner or its personnel about the Products; (c) Partner's negligence, gross negligence, or willful misconduct; (d) injury or alleged harm to a patient arising from Partner's application of the Products outside the Protocol or outside the lawful scope of professional licensure; (e) violation of patient privacy or applicable advertising law; or (f) infringement claims arising from Partner's use of materials not provided or approved by First Dose.
14.2 First Dose Indemnification. First Dose agrees to defend, indemnify, and hold harmless Partner from third-party claims that the Products, as supplied by us and used by Partner in accordance with this Agreement, infringe a United States trademark, copyright, or patent of a third party, provided Partner (a) promptly notifies us in writing; (b) provides us with control over the defense and settlement; and (c) provides reasonable cooperation at our expense.
14.3 How Claims Are Handled. The indemnified party promptly notifies the indemnifying party of any claim, tenders control of the defense and settlement, and provides reasonable cooperation at the indemnifying party's expense. The indemnifying party does not settle any claim in a manner that imposes a non-monetary obligation on the indemnified party without prior written consent.
15. LIMITATION OF LIABILITY
15.1 Exclusion of Indirect Damages. IN NO EVENT IS FIRST DOSE LIABLE TO PARTNER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR DAMAGE TO REPUTATION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF FIRST DOSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Cap on Direct Damages. FIRST DOSE'S TOTAL CUMULATIVE LIABILITY TO PARTNER ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THEORY, DOES NOT EXCEED THE AGGREGATE AMOUNTS PAID BY PARTNER TO FIRST DOSE FOR PRODUCTS DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 Carve-Outs. The limitations in this Section 15 do not apply to (a) Partner's indemnification obligations under Section 14.1; (b) Partner's breach of Section 8 (Intellectual Property), Section 9 (Category Language), or Section 10 (Confidentiality); or (c) liability that cannot be limited or excluded under applicable law.
15.4 Allocation of Risk. These limitations are a material part of the bargain, and Partner Pricing reflects this allocation of risk.
16. INSURANCE
16.1 Recommended Coverage. Partner maintains, at its own expense, the following minimum insurance coverage:
(a) Commercial General Liability insurance with limits of not less than one million United States dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate;
(b) Professional Liability (medical malpractice) insurance appropriate to Partner's scope of practice, with limits customary in Partner's field;
(c) Product Liability insurance covering the resale of cosmetic products, where commercially available and appropriate to Partner's business.
17. TERM, TERMINATION, AND RESOLVING ISSUES
17.1 Term. This Agreement begins on the date Partner accepts these terms (the "Effective Date") and continues until either party brings it to a close in accordance with this Section. There is no fixed term, no auto-renewal, and no minimum-order obligation.
17.2 Either Party Can End the Relationship. Partner may stop participating in the Partner program at any time, for any reason, simply by ceasing to place orders. No formal notice, written termination, or wind-down obligation is required of Partner. First Dose may end the Partner relationship with Partner for any reason, or no reason, by providing Partner with thirty (30) days' written notice. The relationship is not built on lock-ins.
17.3 Where Something Goes Wrong. Where one party believes the other has materially breached this Agreement, the concern is raised in writing, and the party in question has thirty (30) days to address it. Most issues are resolvable in that window and we will work in good faith to find a path forward. We reserve the right to act more immediately in narrow circumstances — situations involving (a) significant misuse of intellectual property or Category Language under Sections 8 or 9; (b) sale through a Prohibited Channel that creates immediate market harm under Section 5; (c) public disparagement that brings the brand into disrepute; (d) insolvency, bankruptcy, or loss of licensure; or (e) material misrepresentation in the Partner application — but our default posture is conversation first, formal action only where it cannot be avoided.
If something goes wrong, our first move is to call. Most concerns are fixable when both sides come to the conversation in good faith. We reserve formal action for situations where good faith is absent — and even then, we communicate before we act where we can.
17.4 Wind-Down and Sell-Through. When this Agreement ends for any reason: (a) the licenses granted under this Agreement end; (b) Partner stops using the Brand Assets and Category Language; (c) marketing materials, training materials, and Confidential Information are returned or destroyed; (d) outstanding amounts owed to First Dose become due; and (e) Partner may sell through existing Product inventory at MSRP for a period of up to ninety (90) days following termination, provided Partner continues to comply with this Agreement during that period.
17.5 Survival. Sections that by their nature should survive termination survive, including Sections 1, 8, 9, 10, 13, 14, 15, 17.4, 17.5, 18, 19, and 20.
18. RESOLVING DISPUTES
18.1 Talking It Through First. Before initiating any formal dispute, the parties agree to attempt in good faith to resolve any concern arising out of or relating to this Agreement through informal discussion. The party raising the concern provides written notice to the other party describing the matter in reasonable detail, and the parties confer within fifteen (15) business days.
18.2 Binding Arbitration. If a dispute is not resolved through informal discussion within thirty (30) days of the initial notice, the dispute is resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration is conducted by a single arbitrator, in Hillsborough County, Florida, in the English language. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.
18.3 Class-Action Waiver. PARTNER AND FIRST DOSE EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR HAS NO AUTHORITY TO ARBITRATE ANY CLAIM ON A CLASS OR REPRESENTATIVE BASIS. IF A COURT OR ARBITRATOR DETERMINES THAT THE CLASS-ACTION WAIVER IS UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM, THAT CLAIM IS SEVERED AND PROCEEDS IN COURT WHILE ALL OTHER CLAIMS PROCEED IN ARBITRATION.
18.4 Injunctive Relief. Notwithstanding Sections 18.1 and 18.2, either party may seek temporary, preliminary, or permanent injunctive relief in a state or federal court located in Hillsborough County, Florida, without first pursuing informal resolution or arbitration, to protect that party's intellectual property rights, confidential information, or to enforce Section 4, Section 5, Section 8, Section 9, or Section 10 of this Agreement.
18.5 Attorneys' Fees. In any arbitration, court action, or other proceeding to enforce or interpret this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees, expert fees, and costs.
18.6 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.7 Jury Trial Waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT NOTWITHSTANDING THE ARBITRATION PROVISIONS ABOVE, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY.
19. GENERAL PROVISIONS
19.1 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, pandemic, government action, war, terrorism, civil unrest, labor dispute, supply chain disruption, or carrier failure.
19.2 Each Party Is Its Own Business. First Dose and Partner are each operating as separate, independent businesses. Partner operates its own medspa, medical aesthetic practice, or retail business; First Dose operates its own product company. Nothing in this Agreement creates an employment relationship, an agency relationship, a partnership, a joint venture, or a franchise between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf.
19.3 Assignment. Partner does not assign, transfer, sublicense, or delegate this Agreement or any of its rights or obligations under it without First Dose's prior written consent. We are open to discussing assignment in the context of a practice sale, merger, or change of ownership, and our practice is to respond to such requests promptly. First Dose may assign this Agreement in the ordinary course.
19.4 Notices. Notices under this Agreement are in writing and delivered to the addresses on file in Partner's account, in the case of Partner, and to legal@firstdosecosmetics.com (or such address as we may designate) in the case of First Dose. Notices are deemed given upon receipt if delivered by hand or overnight courier, three (3) business days after deposit in certified mail (return receipt requested), or upon confirmation of delivery if sent by email.
19.5 Updates to These Terms. We may update these terms from time to time as the business evolves. Material updates are communicated to Partner by email to the address on file and become effective thirty (30) days after notice. Partner's continued ordering or sale of Products after the effective date is acceptance of the updated terms. Where Partner does not accept an update, the remedy is to end the relationship under Section 17.2.
19.6 No Waiver. No failure or delay by either party in exercising any right under this Agreement is a waiver of that right. Any waiver is in writing and signed by the waiving party.
19.7 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision is modified to the minimum extent necessary to make it enforceable, or, if it cannot be modified, is severed, and the remaining provisions continue in full force and effect.
19.8 Entire Agreement. This Agreement, together with any written addenda signed by an authorized representative of First Dose, is the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, agreements, representations, and understandings, written or oral. No purchase order, invoice, or other document submitted by Partner with conflicting or additional terms modifies this Agreement.
19.9 Construction. Section headings are for convenience only. The words "including" and "include" mean "including without limitation." References to "days" mean calendar days unless otherwise specified. This Agreement is drafted jointly and is not construed against either party as drafter.
19.10 Electronic Acceptance. Partner's checking of the "I agree" box during the online application process, Partner's electronic signature, or Partner's submission of any order after notice of these terms is a valid, binding, and enforceable acceptance of this Agreement under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and any analogous state or federal law.
20. ACKNOWLEDGMENT AND REACHING US
If anything in this document is unclear or there is a situation you would like to talk through, the First Dose team is reachable at the contact details below.
Partner Care: partners@firstdosecosmetics.com Legal Notices: legal@firstdosecosmetics.com
Last updated: May 18, 2026 Version: 2.6