Become a June Skin Partner

This Business Partner Agreement (this “Agreement”) is entered into by and between June Studio, Inc., a Delaware corporation (“Company”), and the business as submitted in this form (“Partner,” and together with Company, the “Parties,” and each, a “Party”).

Please read this Agreement carefully before you agree. By clicking to accept or agree to this Agreement when this option is made available to you, you agree to be bound and abide by the terms of this Agreement, and the Company’s Terms of Use and Privacy Policy, which are incorporated by reference herein. Notwithstanding the foregoing, in the event of any conflict or inconsistency between the terms of this Agreement and the provisions of the Company’s website Terms of Use or Privacy Policy, the terms of this Agreement shall prevail.

We may revise this Agreement from time to time at our sole discretion. All changes are effective immediately when we post them. We will provide notice to you of any changes at the contact email or address you provide to us, and on our website.

PLEASE NOTE THAT DISPUTES UNDER THIS AGREEMENT ARE SUBJECT TO BINDING ARBITRATION AS DESCRIBED IN SECTION 22 OF THIS AGREEMENT.

WHEREAS, Company operates a platform and provides non-clinical, administrative, and operational support that facilitates the provision of medical aesthetics services to patients by licensed physicians and nurses (the “Providers”) practicing through one or more professional medical entities, which Providers and professional medical entities are solely responsible for all medical services (the medical aesthetics services so provided, the “Services”);

WHEREAS, Partner operates one or more locations and has the space, facilities, and capacity to host appointments at which Providers deliver the Services, and Partner does not itself provide, and will not provide, any medical or professional services; and

WHEREAS, Company wishes to engage Partner to provide space and facilities at Partner’s Location (as defined in Section 3.1) and to conduct general, non-clinical promotion of the availability of Company’s appointments at the Location, under the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Non-Exclusive Appointment

Company hereby appoints Partner, and Partner accepts such appointment, to act as a non-exclusive, independent Business Partner that provides space and facilities for, and conducts permitted non-clinical promotion of, the availability of the Services at the Location, solely in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, Partner is not appointed to, and shall not, sell, offer, order, or solicit orders for medical or professional services. Company may in its sole discretion, directly or indirectly through other representatives, make the Services available to any third party. Company shall have the right to limit the Services, and the type of customers to whom Partner may promote availability, as Company deems advisable in its sole discretion, upon written notice to Partner.

2. Status as Independent Contractor; No Medical Services by Partner

2.1  Independent Contractor. Partner is an independent contractor pursuant to this Agreement. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any customer or other third party.

2.2  No Medical Services by Partner. The Services are provided exclusively by the Providers and the professional medical entity or entities through which they practice. Partner does not, and shall not, provide, offer, perform, order, prescribe, supervise, direct, control, bill for, or hold itself or its Location out as providing any medical or professional services. Partner shall not exercise any control or influence over clinical or medical decisions, the selection or supervision of Providers, the scheduling of clinical care or treatment, or the patient relationship.

2.3  Allocation of Clinical Responsibility. All patient intake, eligibility and medical clearance, informed consent, treatment, charting, payment for the Services, and clinical oversight are performed and controlled solely by Company, the professional medical entity, and the Providers. Partner’s role is limited to providing space and facilities and conducting the permitted non-clinical promotion described in Section 3.1.

2.4  Licensure. Partner acknowledges that any business or professional license it holds (including, without limitation, any appearance-enhancement, cosmetology, esthetics, or salon license) does not authorize the provision of medical services, and no such license of Partner is relied upon for the Services. Partner shall not perform, and shall not permit its personnel to perform, any activity requiring a license that Partner or such personnel do not hold.

2.5  Marketing and Holding Out. In all signage, advertising, and communications, Partner shall attribute the Services to Company and its Providers and shall not state or imply that Partner or the Location provides medical services. Without limiting Section 3.1, Partner shall not: (a) state or imply that Partner or the Location “offers,” “provides,” or “does” Botox, neuromodulators, fillers, injectables, or any other medical service; (b) use phrasing such as “book [service] with [Partner],” “our injectors,” or “[Partner]’s medical team”; or (c) describe any event as Partner’s medical clinic or “pop-up.” Permitted phrasing includes, for example, “June medical aesthetics appointments hosted at [Location],” “space hosted by [Partner],” and “services provided by June’s licensed medical team.”

3. General Partner Obligations

3.1  Provide Space; Permitted Promotion. Partner’s primary obligation is to provide sufficient, quiet, and well-lit space and facilities that meet Company’s and its Providers’ sanitary standards, at locations Partner has the right to use and control (“Locations,” and each, a “Location”), together with a chair for the Provider and each customer. Partner may conduct general, non-clinical promotion of the availability of Company’s appointments at the Location, in accordance with Section 2.5; such promotion is limited to promoting Company’s presence and availability and shall not constitute the offer, sale, or solicitation of medical services. Partner and its staff shall conduct themselves in a professional manner and shall engage in no activities that reflect adversely on Company, its Providers, or the Services. If Partner becomes aware of any actual or potential claim against Company or its Providers by any person or entity, Partner shall notify Company immediately.

3.2  Costs and Expenses. Partner shall be solely responsible for any and all costs or expenses that it may incur in the performance of its obligations hereunder, including but not limited to facilities costs and fees.

3.3  General Cooperation. To the extent not otherwise required herein, each Party shall provide complete cooperation to the other in order to optimize the success of the arrangement for mutual benefit.

3.4  Obtain Government Approvals; Representations and Warranties of Partner. Partner shall, at its own expense, remain in good standing and maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to its obligations hereunder. Notwithstanding anything to the contrary in this Agreement, neither Partner nor its staff shall, directly or indirectly: (a) make any representations or warranties on behalf of Company or with respect to the Services, except such as are expressly authorized by Company or are set forth in Company’s literature or other promotional materials; (b) engage in any unfair, anti-competitive, misleading, or deceptive practices with respect to the Services, Company, or any third party, including disparagement and any trade libel of Company or any third party; or (c) sell, market, advertise, or promote any services that compete with the Services, except to the extent this restriction is prohibited by applicable law.

Partner represents and warrants that it has the lawful right to either own or lease each Location where the Services are to be performed and that all activities undertaken in collaboration with Company are in full compliance with any applicable lease agreements. Furthermore, Partner guarantees that Company will have proper access to the Location as a licensee and not as a subtenant, with Partner remaining solely responsible for any maintenance or repair of the Location, except for damages directly caused by Company’s willful misconduct. Any misrepresentation regarding Partner’s rights to the Location or failure to maintain the Location in a condition appropriate for the Services will subject Partner to responsibility for claims and damages as described in Section 12 and Section 13.

Partner acknowledges that, in the course of performing its obligations, it may come into contact with personal health information and thus commits to adhere to all applicable regulations regarding the privacy and security of such information, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), as amended. Partner agrees that it will not use for any purpose, store, retain, share (including on social media), process, or sell any customer information, including but not limited to all personal information, images, video, or recordings, without the prior consent of Company. Partner acknowledges that customer prior consent is required for any treatment and agrees that all consent is obtained and documented by Company and its Providers using Company’s standardized consent forms. Partner agrees that any use of images, video, or recordings will be conducted only with the prior consent of Company and strictly in accordance with customer consent obtained in advance. Failure to comply with privacy regulations will subject Partner to responsibility for claims and damages as described in Section 12 and Section 13.

4. Company Obligations

4.1 Company shall provide Partner with any information and support that Company, in its sole discretion, deems necessary or appropriate for Partner to carry out its responsibilities hereunder.

4.2 Company shall provide Partner with documentation, brochures, and other promotional materials that Company, in its sole discretion, deems necessary or appropriate for the permitted promotion of the availability of the Services. Company shall retain all rights, title, and interest in and to all promotional materials. Partner shall promptly return all materials to Company on the expiration or earlier termination of this Agreement as provided for in Section 10.

4.3 Company shall make Providers available and coordinate with Partner and customers in scheduling the Services at the Locations.

5. Customer Purchases

Partner shall promptly direct all prospective customers to Company’s website to register for an account and obtain the Services. All scheduling, eligibility, consent, and payment for the Services are handled directly between the customer and Company; Partner does not bill for, collect, or handle payment for any Services. Company reserves the right, in its sole discretion, to: (a) accept, reject, or negotiate directly with the customer any request for Services, whether or not the customer was promoted to by Partner; (b) cancel, terminate, or modify any customer contract previously accepted by Company; or (c) negotiate any terms and conditions of the customer contract, including modifying Service features, price, or payment terms. Partner acknowledges that Company’s exercise of discretion may result in a reduction, delay, or elimination of the Fee (as defined in Section 6.1).

6. Space and Facilities Fee

6.1  Fee. In consideration solely for Partner’s provision of space and facilities at the Location and the permitted non-clinical promotion described in Section 3.1, Company shall pay Partner a space and facilities fee (the “Fee”). The Fee is a fixed amount of fifty dollars ($50.00) for each qualifying treatment provided by a Provider using the Location (each, a “qualifying treatment”). Qualifying treatments are: PRP (platelet-rich plasma); PRF (platelet-rich fibrin); microneedling; dermal filler; neuromodulator treatments of thirty (30) or more units (for example, Xeomin); and signature IV therapy (the tier so designated in Company’s then-current published service menu). The following do not count toward the Fee, and earn nothing: neuromodulator treatments under thirty (30) units; prescription skincare; chemical peels; basic IV therapy; full IV therapy; and any other current or future offering not listed above as a qualifying treatment. The Fee shall be paid through Stripe or another platform chosen by Company.

6.2  How the Fee Is Counted. Each qualifying treatment counts separately. Where a single customer visit includes more than one qualifying treatment, the Fee is earned once for each qualifying treatment provided in that visit (for example, a visit that includes both dermal filler and microneedling earns two Fees). A treatment that is not listed as counting toward the Fee earns nothing, regardless of how it is combined with a qualifying treatment. The number of units within a single neuromodulator treatment does not change the Fee, provided the 30-unit threshold is met.

6.3  Nature of the Fee. The Parties acknowledge and agree that the Fee: (a) is consideration solely for the use of Partner’s space and facilities and the permitted non-clinical promotion, and represents the Parties’ good-faith estimate of the fair market value of that space, those facilities, and that promotion; (b) is the same fixed dollar amount for each qualifying treatment, reflecting the approximate space and time occupied by a treatment appointment, which is comparable across qualifying treatments; accordingly, the Fee does not vary with the number of product units or syringes used, the dose administered (for example, 30 units versus 200 units), any add-on or upgrade components, the type, tier, or price of the Service, or the fees, charges, or receipts of Company or any Provider, and is not calculated as a percentage of any of the foregoing; (c) is not, and shall not be construed as, a share of any professional or medical fee, a fee for any medical or professional service, or consideration for the referral of any patient or in connection with the performance of any medical service; and (d) is not otherwise dependent upon the income or receipts of Company or any Provider. Partner provides no medical services and receives no portion of any professional fee.

6.4  Fee Payment Term. Company will pay Partner each earned Fee within thirty (30) days after Company receives the customer’s payment for the applicable qualifying treatment, and typically sooner.

6.5  Fee on Termination. Upon termination of this Agreement, Company shall continue to pay Partner Fees for qualifying sessions provided prior to the termination date for which customer payments are received on or before ninety (90) days after the termination date. OTHER THAN AS SET FORTH IN THIS SECTION 6.5, PARTNER WAIVES ANY RIGHT IT MAY HAVE TO FURTHER COMPENSATION UPON TERMINATION OF THE AGREEMENT.

6.6  Payment Processing; Stripe. (a) Third-Party Processor. All Fees are paid through Stripe, Inc. (“Stripe”), an independent third-party payment processor. Stripe is not owned, operated, or controlled by Company, and Company is not a party to Partner’s relationship with Stripe.

(b) Partner’s Account. Partner is solely responsible for creating, registering, and maintaining its own Stripe account. The Stripe account belongs to Partner. Partner is responsible for accepting Stripe’s terms of service, completing Stripe’s identity, tax, and bank-verification requirements, and keeping its account information, payout settings, and bank details accurate and current.

(c) Flow of Funds. Company remits each Fee to Partner’s Stripe account. Stripe then transfers funds from that account to the bank account Partner designates, on the payout schedule and according to the settings Partner selects and maintains within Stripe. Company’s payment obligation as to any Fee is satisfied when Company remits that Fee to Partner’s Stripe account; the timing of any payout from Stripe to Partner’s bank, and any hold, reserve, delay, reversal, or fee imposed by Stripe, are governed by Stripe and Partner’s settings and are outside Company’s control.

(d) No Responsibility for Stripe; Assistance. Company is not responsible or liable for any act, omission, error, downtime, hold, freeze, reserve, reversal, chargeback, fee, payout delay, verification failure, or account suspension or termination by Stripe, or for any issue arising within Partner’s Stripe account. Company cannot access, modify, or directly resolve issues within Partner’s Stripe account. Notwithstanding the foregoing, Company will use commercially reasonable efforts to assist Partner in troubleshooting Stripe-related issues, including confirming whether and when Company remitted a particular Fee; such assistance does not transfer to Company any responsibility for Stripe or for Partner’s Stripe account. Partner’s use of Stripe is governed solely by the agreement between Partner and Stripe.

(e) Invalid or Missing Account. If Partner does not maintain a valid, verified Stripe account capable of receiving funds, Company will be unable to remit Fees, and Company will not be in breach of this Agreement for any resulting delay or non-payment. Affected Fees will be remitted once Partner provides a valid, verified account, subject to Section 6.7.

6.7  Payment Conditions; Taxes; Set-Off. (a) Accuracy of Information. Partner is solely responsible for the accuracy of its Stripe account, payout, and bank information. Company is not responsible for Fees misdirected, delayed, or lost as a result of inaccurate or outdated information provided or maintained by Partner.

(b) Taxes. Partner is responsible for all taxes on Fees it receives. As an independent contractor, Partner will receive Fees without withholding. Partner shall provide Company with a completed Internal Revenue Service Form W-9 (or other applicable tax form) upon request. Company will issue a Form 1099 only where Partner’s Fees for the calendar year meet or exceed the applicable minimum federal reporting threshold then in effect, or as otherwise required by law.

(c) Treatments Performed; Limited Set-Off. A Fee is earned for each qualifying treatment actually provided for which Company receives the customer’s payment, and once earned is not reduced, withheld, or recouped on account of any later customer refund, reversal, or chargeback. Company’s right of recoupment is limited to amounts paid in error or in duplicate; Company may offset or recoup any such erroneous or duplicate amount against current or future Fees payable to Partner, or invoice Partner for the amount, which Partner shall pay within thirty (30) days.

7. Compliance with Laws

Partner shall at all times comply with all applicable federal, state, and local laws and regulations in performing its responsibilities hereunder, and shall operate strictly within the scope of any license it holds.

8. Intellectual Property

8.1  Ownership. Partner acknowledges and agrees that Partner shall not acquire any ownership interest in any patents, trademarks, copyrights, domain names, works of authorship, trade secrets, or any other intellectual property (collectively, “Intellectual Property”) owned by or licensed to Company under this Agreement. Partner shall use Company’s Intellectual Property solely for the purposes of performing its obligations under this Agreement.

8.2  Company’s Trademark License Grant. Company hereby grants to Partner a non-exclusive, non-transferable, and non-sublicensable license to use Company’s trademarks during the term of this Agreement solely in connection with the permitted promotion of the availability of the Services.

9. Term

This Agreement shall commence as of the date hereof and shall continue for an initial term of one year unless sooner terminated pursuant to Section 10. After the end of the initial term, this Agreement will be automatically renewed for successive one-year periods.

10. Termination

Either Party may terminate this Agreement with or without cause by providing written notice to the other Party at least thirty (30) days prior to the effective date of the termination.

11. Confidentiality

All non-public, personal health, confidential, or proprietary information of Company and prospective and existing customers (“Confidential Information”) disclosed by Company to Partner, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for Partner’s use in performing its obligations under this Agreement, and may not be disclosed or copied unless authorized by Company in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Partner’s breach of this Agreement; (b) is obtained by Partner on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) Partner establishes by documentary evidence was in Partner’s possession prior to Company’s disclosure hereunder. Upon Company’s request, Partner shall promptly destroy all documents and other materials received from Company. Company shall be entitled to injunctive relief for any violation of this Section.

12. Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, the “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by the Indemnified Party, relating to any claim of a third party or the Indemnified Party arising out of or occurring in connection with the indemnifying Party’s negligence, willful misconduct, or breach of this Agreement. The indemnifying Party shall not enter into any settlement without the Indemnified Party’s prior written consent.

13. Limitation of Liability

IN NO EVENT WILL COMPANY BE LIABLE TO PARTNER FOR: (A) ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) DIRECT DAMAGES OF MORE THAN THE AGGREGATE AMOUNT OF FEES PAID TO PARTNER IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. Entire Agreement

This Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

15. Survival

Section 2, Section 6.5, Section 8.1, Section 11, Section 12, Section 13, Section 17, and Section 22 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination.

16. Notices

All notices under this Agreement shall be made in writing and shall be deemed duly given if delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service. All notices shall be addressed to the Parties at their respective addresses that the receiving Party may designate from time to time in accordance with this section. Notices shall be effective on receipt.

17. Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

18. Amendment

The Parties may not amend this Agreement except by written instrument signed by the Parties, except as provided in the preamble with respect to Company’s posted revisions. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.

19. Waiver

No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

20. Assignment; Successors and Assigns

Partner may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement. Company may assign any of its rights or delegate any of its obligations to any parent or subsidiary corporation of Company or to any purchaser acquiring all or substantially all of Company’s assets. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

21. Governing Law; Submission to Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of Delaware.

22. Arbitration

In consideration of the promises in this Agreement, the Parties agree that any and all controversies, claims, or disputes arising out of, relating to, or resulting from this Agreement shall be subject to binding arbitration under the arbitration rules of, and pursuant to the state law of, the State of Delaware, including the Delaware code of civil procedure. The Federal Arbitration Act shall continue to apply with full force and effect notwithstanding the application of procedural rules set forth in the Delaware code of civil procedure. Disputes which the Parties agree to arbitrate, and thereby agree to waive any right to a trial by jury, include any statutory claims under state or federal law. The Parties agree that any arbitration will be administered by JAMS (“JAMS”) and that the neutral arbitrator will be selected in a manner consistent with its national rules for the resolution of contract disputes. The Parties agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. The Parties also agree that the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. The Parties understand that they shall share equally any administrative or hearing fees charged by the arbitrator or JAMS. The Parties agree that the arbitrator shall administer and conduct any arbitration in a manner consistent with the rules and that, to the extent that JAMS’ national rules for the resolution of contract disputes conflict with the rules, the rules shall take precedence. The Parties agree that the decision of the arbitrator shall be in writing as a reasoned award. Except as provided by the JAMS rules and this Agreement, arbitration shall be the sole, exclusive, and final remedy for any dispute between the Parties. Accordingly, except as provided for by the rules and this Agreement, neither Party will be permitted to pursue court action regarding claims that are subject to arbitration; provided, however, either Party may seek emergency relief in court, including a temporary restraining order or preliminary injunction, for breach of confidentiality or infringement of its intellectual property.