VI Peel Practitioner Rewards Program

Part I — VI Peel Practitioner Rewards Program Terms and Conditions

These VI Peel Practitioner Rewards Program Terms and Conditions ("Terms") govern participation in the Program offered by Sponsor through Sponsor's mobile application, web application, website, or other designated platform (collectively, the "App"). By checking the acceptance box and selecting "Agree and Join," you represent that you have read, understand, and agree to these Terms and the Privacy Policy. If you do not agree, do not enroll or participate.

1. Eligibility and professional status

The Program is available only to individual, natural persons who are at least eighteen years old; are licensed, certified, or otherwise legally authorized to provide professional aesthetic or healthcare services in the jurisdiction where they practice; maintain an active individual App account; and are affiliated with an eligible professional practice holding an account in good standing with Sponsor (an "Eligible Practice").

You must provide accurate, current, and complete information and promptly update any change to your license, credentials, employer, practice affiliation, authority, or contact information. Sponsor may verify eligibility at any time and may deny, suspend, or terminate participation if eligibility cannot be verified.

The Program is void where prohibited or restricted. Sponsor may exclude jurisdictions, practitioner types, products, transactions, or accounts when required by law, policy, contract, or compliance considerations.

2. Practice authorization and ownership acknowledgement

If you are not the sole owner of the Eligible Practice, you represent and warrant that the Eligible Practice has authorized you to participate and personally receive Program rewards associated with eligible activity attributed to you.

Sponsor may require written confirmation from the Eligible Practice and may pause earning or redemption until confirmation is received. A dispute between you and an Eligible Practice regarding attribution, authorization, employment, ownership, or entitlement may result in a hold, reversal, reassignment, or cancellation of points or rewards in Sponsor's reasonable discretion.

Program points are personal to the verified practitioner account to which they are validly attributed, subject to these Terms. They are not wages, compensation owed by the Eligible Practice, or property until a reward is issued, and they may not be sold, transferred, pooled, assigned, inherited, or divided except where Sponsor expressly permits.

3. Eligible activity and attribution

Points may be awarded for eligible professional engagement identified in the App, which may include qualifying purchases of designated Sponsor products by an Eligible Practice, completion of authorized education, or other published activities. Sponsor determines eligible activities, point values, attribution rules, caps, exclusions, and promotional periods and may change them prospectively.

Where points are associated with a practice purchase, attribution must follow Sponsor's published process and accurately identify the practitioner connected with the eligible account or activity. A purchase or activity may not be attributed to more than one practitioner unless the applicable offer expressly allows it. False, duplicative, manipulated, or unauthorized attribution is prohibited.

Points will not be awarded for patient referrals; prescriptions; recommendations to a patient; number, frequency, or value of treatments performed; patient conversions; patient outcomes; claims submitted to a payer; or any activity that Sponsor determines could improperly influence independent clinical judgment.

4. Independent clinical judgment and healthcare-program restrictions

Participation must never influence diagnosis, patient selection, informed consent, treatment planning, product selection, prescribing, ordering, clinical recommendations, or any other professional judgment. Patient welfare, applicable standards of care, product labeling, professional scope of practice, and independent clinical judgment must control at all times.

You may not earn or redeem points in connection with any transaction, item, or service that is submitted for reimbursement to Medicare, Medicaid, TRICARE, or another federal or state healthcare program, or where the reward would violate any anti-kickback, fee-splitting, gift, professional-conduct, institutional, or other applicable requirement.

You must promptly notify Sponsor if Program participation is prohibited or restricted by your licensing authority, employer, institution, payer agreement, or applicable law. Sponsor may request certifications or supporting documentation and may exclude or reverse activity that cannot be validated.

5. Points: no cash value and no guaranteed entitlement

Points are promotional units used solely within the Program. Except where applicable law requires otherwise, points have no cash value, cannot be redeemed for cash or account credit, do not create a property interest, and cannot be used as payment for Sponsor products or services unless the App expressly provides otherwise.

Points are not earned until posted to your account and may remain pending during verification. App displays are subject to correction. Sponsor may correct errors, reverse unauthorized or ineligible points, and adjust balances resulting from cancellations, refunds, returns, chargebacks, nonpayment, data errors, account reassignment, suspected misuse, or violation of these Terms.

Sponsor may impose annual, promotional, category, product, practitioner, or account caps. Points may expire after [INSERT EXPIRATION PERIOD AND NOTICE PROCESS], subject to applicable law. The App will state the applicable expiration rule.

6. Rewards and high-value merchandise

Available rewards, point requirements, approximate fair-market values, quantities, restrictions, and fulfillment terms appear in the App and may change. Images are illustrative. Rewards are subject to availability, substitution, shipping restrictions, manufacturer terms, and other disclosed conditions.

High-value rewards, including connected fitness equipment, electronics, travel-related items, or other premium merchandise, may be subject to enhanced eligibility review, annual limits, practice authorization, identity verification, tax documentation, shipping limitations, and compliance approval before fulfillment.

Sponsor may substitute a reward with an item of reasonably comparable value if the selected reward becomes unavailable. No cash substitution is available unless Sponsor expressly offers it or applicable law requires it. Third-party products and services are provided by their manufacturers or providers and are subject to their warranties and terms; Sponsor does not provide an additional warranty except as required by law.

7. Redemption and fulfillment

A redemption request is final once processed and cannot be canceled or returned for points except where the reward is damaged, defective, materially different from the catalog description, or otherwise eligible under Sponsor's published fulfillment policy.

You are responsible for providing an accurate delivery address and for any access, installation, assembly, subscription, electrical, connectivity, space, safety, or other requirements associated with a reward. Unless expressly stated, delivery does not include installation, assembly, membership fees, subscriptions, removal of existing equipment, or special handling.

Risk of loss passes as provided by applicable shipping law and the carrier's terms. You must report missing, damaged, or incorrect shipments within [INSERT CLAIM PERIOD] after delivery or expected delivery. Sponsor may require photographs, carrier documentation, or return of an item before replacement.

8. Taxes and reporting

Rewards and points may constitute taxable income to you when awarded, credited, made available, redeemed, or delivered, depending on applicable law and your circumstances. You are solely responsible for all federal, state, local, and other taxes arising from participation or receipt of rewards.

You agree to provide a completed Form W-9 and other reasonably requested tax information before receiving a reward or when otherwise required. Sponsor may withhold fulfillment, apply backup withholding where required, and issue Forms 1099 or other reports based on Sponsor's good-faith determination of applicable reporting requirements.

The value reported by Sponsor may be based on the fair-market value of points or rewards determined under Sponsor's reasonable valuation methodology. You should consult your own tax adviser; Sponsor does not provide tax advice.

9. Transparency and disclosure

Sponsor may collect, retain, report, and publicly disclose information concerning points, rewards, and other transfers of value when Sponsor determines that disclosure is required under the federal Open Payments program, a state transparency law, professional rule, contractual obligation, audit requirement, or other applicable standard.

You agree to provide accurate professional identifiers and other information reasonably required for reporting. You will have any review or dispute rights provided by the applicable reporting system or law. Sponsor's reporting of a reward does not determine your tax treatment or establish that the reward was legally required to be reported.

10. Prohibited conduct

You may not create duplicate or fictitious accounts; share credentials; impersonate another person; alter purchase or patient records; claim activity belonging to another practitioner; split, recycle, or manipulate transactions; purchase for resale outside authorized channels; exploit an App or catalog error; use automated means to accumulate points; sell or transfer points or rewards; or engage in conduct that is fraudulent, abusive, unlawful, unethical, misleading, or inconsistent with professional obligations.

You may not advertise that Program participation, status, points, or rewards constitute Sponsor endorsement, clinical superiority, certification, or authorization beyond the express terms of any separate written credential issued by Sponsor.

You may not submit protected health information or identifiable patient information through the Program unless Sponsor expressly provides a compliant, authorized workflow and all required permissions and agreements are in place.

11. Account security and records

You are responsible for maintaining the confidentiality of your credentials and for activity conducted through your account. Notify Sponsor promptly of suspected unauthorized access, incorrect attribution, loss of access, or changes in practice affiliation.

Sponsor's records control in the event of a discrepancy, absent manifest error. You should retain your own records of eligible activity and redemptions. Sponsor may audit Program activity and request documentation reasonably necessary to verify compliance.

12. Privacy and communications

Sponsor will process personal information in accordance with the VI Peel Practitioner App Privacy Policy set forth in Part II of this document (the "Privacy Policy"). Program administration may require Sponsor and its service providers to process professional credentials, practice affiliation, purchase attribution, App activity, tax information, reward selections, delivery information, and compliance records.

By enrolling, you agree to receive transactional communications necessary to administer the Program, including eligibility, balance, expiration, redemption, fulfillment, security, legal, and policy notices. Marketing communications are governed by the choices and rights described in the Privacy Policy and applicable law.

13. Program changes, suspension, and termination

Sponsor may modify the Program, catalog, eligible activities, point values, caps, attribution rules, expiration rules, or these Terms prospectively. Material changes will be communicated through the App, email, or another reasonable method, and will take effect on the stated date subject to applicable law.

Sponsor may suspend or terminate the Program, in whole or part, upon [INSERT NOTICE PERIOD] notice, except that immediate action may be taken to comply with law, address fraud or security, prevent harm, correct material error, or respond to circumstances beyond Sponsor's reasonable control. The notice will explain whether and how existing valid points may be redeemed.

Sponsor may suspend or terminate your account, cancel points, deny redemption, or recover the value of improperly obtained rewards if Sponsor reasonably determines that you are ineligible, violated these Terms, supplied false information, lacked required practice authorization, or engaged in prohibited conduct. Any action will be applied consistently with applicable law.

14. Leaving or changing an Eligible Practice

You must update your affiliation promptly if you leave, join, sell, merge, or otherwise change an Eligible Practice. Sponsor may pause activity while it verifies the change and determines whether pending points were validly attributed under the rules in effect when the activity occurred.

Points already validly earned by you remain subject to these Terms, eligibility, practice authorization, legal restrictions, and expiration. No future practice activity may be attributed to you after your qualifying affiliation ends. Sponsor may resolve competing claims based on its records and reasonable documentation.

15. App features and the Ask Marya Feature

The App includes a chatbot feature called "Ask Marya" that provides general, product-related information and educational guidance about VI Peel-branded products (the "Ask Marya Feature"). The Ask Marya Feature is an informational tool only. It does not diagnose, prescribe, recommend a specific course of treatment, or establish a treatment protocol, and it is not a substitute for your independent professional judgment, applicable standards of care, product labeling and instructions for use, or informed consent.

Output from the Ask Marya Feature may be incomplete, inaccurate, or inapplicable to a particular patient and must be independently evaluated by you before any clinical or professional use. You remain solely responsible for all diagnosis, treatment planning, product selection, and patient-care decisions and for compliance with your scope of practice, licensing requirements, product labeling, and applicable law. Use of the Ask Marya Feature does not create a clinician-patient relationship, or any other relationship, between Sponsor and you or any patient, and Sponsor disclaims all responsibility for clinical outcomes resulting from reliance on the Ask Marya Feature.

Do not submit protected health information or other patient-identifiable information to the Ask Marya Feature. Section 10 (Prohibited conduct) governs the submission of patient information through the App.

16. Photo uploads and device storage

The App may allow you to capture, upload, or attach photographs for your own reference, such as treatment-area images ("Photos"). Photos are stored locally on your device only. Sponsor does not transmit, host, back up, or retain Photos on its servers, and Sponsor has no access to, and no responsibility for, Photos stored solely on your device, unless the App expressly states otherwise for a specific feature at the time of use.

You are solely responsible for (a) obtaining any patient consent required before capturing or storing a Photo; (b) protecting your device, including through passcodes, encryption, and other reasonable security measures; (c) complying with HIPAA and any other applicable patient-privacy, medical-records, or data-protection law with respect to Photos; and (d) any loss, deletion, corruption, or unauthorized access to Photos arising from loss of your device, device failure or replacement, App deletion or reinstallation, operating-system updates, or any other cause. Sponsor disclaims all liability for the loss, disclosure, or misuse of Photos that are not transmitted to Sponsor.

17. Intellectual property and trademarks

The App, the Program, the Ask Marya Feature, and all related software, content, text, graphics, designs, and materials, together with "VI Peel," "Ask Marya," and all other trademarks, service marks, trade names, and trade dress used in connection with the App or the Program (collectively, the "IP"), and all associated intellectual property rights, are owned by Vitality Institute Medical Products or its licensors and are protected by United States and international intellectual property laws. Nothing in these Terms transfers any right, title, or interest in the IP to you. Sponsor grants you only a limited, personal, non-exclusive, non-transferable, revocable license to access and use the App for its intended purpose, subject to these Terms.

You may not copy, modify, distribute, sell, lease, reverse engineer, decompile, disassemble, create derivative works from, publicly display, or otherwise exploit any part of the IP, and you may not use Vitality Institute Medical Products' or Sponsor's names, trademarks, logos, or trade dress, in each case without Vitality Institute Medical Products' prior written consent. All rights not expressly granted in these Terms are reserved.

18. Disclaimers and limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROGRAM, APP, POINTS, CATALOG, AND REWARDS ARE PROVIDED "AS IS" AND "AS AVAILABLE." SPONSOR DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH DISCLAIMERS ARE NOT PERMITTED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPONSOR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPONSOR'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE PROGRAM WILL NOT EXCEED THE GREATER OF (A) THE FAIR-MARKET VALUE OF THE VALID, UNREDEEMED POINTS IN DISPUTE AS REASONABLY DETERMINED BY SPONSOR OR (B) ONE HUNDRED DOLLARS. These limitations do not apply where prohibited or to liability that cannot lawfully be limited.

19. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Sponsor and its affiliates, officers, directors, employees, agents, and service providers from claims, losses, liabilities, damages, judgments, penalties, costs, and reasonable legal fees arising from your fraud, willful misconduct, violation of these Terms, violation of law or professional obligation, lack of required practice authorization, or misuse of the Program. This provision does not require indemnification for Sponsor's own negligence or misconduct where prohibited by law.

20. Governing law and disputes

These Terms are governed by the laws of California, without regard to conflict-of-law principles, except to the extent federal law applies or applicable law requires otherwise.

Before filing a claim, you and Sponsor will attempt in good faith to resolve the dispute by written notice describing the issue and requested relief. Notices to Sponsor must be sent to Vitality Institute Medical Products, 629 N. La Brea Ave, Los Angeles, California, 90036. If unresolved after thirty days, either party may pursue available remedies exclusively in the Superior Court of the State of California, County of Los Angeles, which is the sole and exclusive venue for any dispute, claim, or proceeding arising out of or relating to these Terms, the Program, or the App. Each party consents to the personal jurisdiction of that court and waives any objection based on improper venue or forum non conveniens.

Class action waiver. To the fullest extent permitted by applicable law, you and Sponsor agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Program, or the App will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. Neither you nor Sponsor will seek to have any dispute heard as a class, collective, or representative action, and no court may consolidate more than one person's claims or otherwise preside over any class, collective, or representative proceeding. This class action waiver does not apply to claims brought in small-claims court on an individual, non-class basis.

You may opt out of this class action waiver by sending written notice to Vitality Institute Medical Products at [INSERT NOTICE ADDRESS/EMAIL] within thirty (30) days after your first acceptance of these Terms, stating your name, practitioner account identifier, and a clear statement that you opt out of the class action waiver. Opting out of the class action waiver does not opt you out of any other provision of these Terms, including the individual dispute-resolution and Los Angeles venue provisions above, which continue to apply.

21. General provisions

These Terms, the Privacy Policy, and any offer-specific terms presented in the App constitute the agreement governing the Program. If offer-specific terms conflict with these Terms, the offer-specific terms control only for that offer unless prohibited by law.

If a provision is found unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain effective. Sponsor's failure to enforce a provision is not a waiver. You may not assign your rights or obligations without Sponsor's written consent; Sponsor may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

Headings are for convenience only. Electronic records and signatures satisfy legal writing and signature requirements to the extent permitted by law. A printed or electronically stored copy of these Terms and acceptance records is admissible to the same extent as other business records.

22. Contact

Questions about the Program should be directed to [INSERT PROGRAM SUPPORT EMAIL/PHONE]. Legal notices must be directed to [INSERT FULL LEGAL ENTITY NAME AND LEGAL NOTICE ADDRESS]. Privacy requests must be submitted as described in the Privacy Policy.

Part II — VI Peel Practitioner App Privacy Policy

This VI Peel Practitioner App Privacy Policy ("Privacy Policy") describes how [INSERT FULL LEGAL ENTITY NAME] d/b/a VI Peel / Vitality Institute ("Sponsor," "we," or "us") collects, uses, discloses, and protects information in connection with the App and the Program. This Privacy Policy is part of, and should be read together with, the VI Peel Practitioner Rewards Program Terms and Conditions set forth in Part I above. This Privacy Policy applies only to licensed practitioners' use of the App and does not address any separate patient-facing product or service. Effective date: [INSERT EFFECTIVE DATE].

1. Information we collect

We collect the following categories of information in connection with the App: (a) account and identity information, such as your name, contact details, login credentials, and professional license or certification information; (b) practice information, such as your Eligible Practice affiliation, role, and purchase or activity attribution; (c) Program information, such as points, redemptions, reward selections, delivery information, and tax information (including Form W-9 data) needed to fulfill and report rewards; (d) communications, such as support requests and messages you send us, including content you submit to the Ask Marya Feature; (e) device and usage information, such as device identifiers, operating system, App version, log data, and analytics generated by your use of the App; and (f) other information you voluntarily provide. As described in Section 16 of the Terms above, Photos you capture or upload in the App are stored locally on your device and are not collected, transmitted to, or retained by Sponsor, unless the App expressly states otherwise for a specific feature at the time of use.

2. How we use information

We use the information described above to: operate, maintain, and improve the App and the Program; verify eligibility and practice affiliation; calculate, award, and fulfill points and rewards; process required tax reporting and, where applicable, Open Payments or state transparency reporting; generate responses to queries you submit to the Ask Marya Feature; provide customer support; detect, investigate, and prevent fraud, abuse, and security incidents; comply with legal, regulatory, and audit obligations; and communicate with you as described in Section 12 of the Terms above.

3. How we share information

We may share information with: service providers and vendors that perform functions on our behalf (such as hosting, analytics, customer support, reward fulfillment, payment and tax-reporting providers, and providers that help operate the Ask Marya Feature, which may include third-party artificial-intelligence service providers); your Eligible Practice, for purposes of attribution, authorization, and dispute resolution as described in the Terms above; government agencies, regulators, and reporting programs (such as the IRS, the federal Open Payments program, and applicable state transparency programs) where required or permitted by law; professional advisers and auditors; a successor entity in connection with a merger, acquisition, financing, or sale of assets; and others where required by law, to protect rights and safety, or with your consent. Sponsor does not sell personal information, as "sell" is defined under the CCPA/CPRA, and does not share personal information for cross-context behavioral advertising.

4. The Ask Marya Feature and artificial-intelligence processing

Queries and other content you submit to the Ask Marya Feature may be processed by Sponsor and by third-party artificial-intelligence service providers to generate a response, and may be retained to operate, support, and improve the feature, subject to applicable law. Do not submit protected health information or other patient-identifiable information to the Ask Marya Feature. As described in Section 15 of the Terms above, the Ask Marya Feature provides general product information only and is not a substitute for your independent professional judgment.

5. Photos and on-device data

As described in Section 16 of the Terms above, Photos are stored locally on your device and are not collected, transmitted to, or retained on Sponsor's servers. Sponsor does not have access to, and is not responsible for, Photos stored solely on your device. You are responsible for securing your device and for compliance with HIPAA and other applicable law with respect to any Photos you capture or store.

6. Data retention

We retain information for as long as reasonably necessary to administer the Program, fulfill rewards, satisfy tax- and recordkeeping obligations (including the retention periods applicable to Forms 1099 and W-9), resolve disputes, enforce these Terms, and comply with applicable law, after which it is deleted, de-identified, or archived in accordance with our data-retention practices. [INSERT SPECIFIC RETENTION SCHEDULE FOR EACH DATA CATEGORY.]

7. Your privacy choices and rights

Depending on where you live, you may have rights to know or access, correct, delete, or limit the use of certain personal information, and to not be discriminated against for exercising these rights, including under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (CCPA/CPRA), and other applicable state privacy laws. To exercise these rights, contact us using the information in Section 13 below. We will verify your request and respond within the time required by applicable law. [INSERT ADDITIONAL STATE-SPECIFIC RIGHTS AND OPT-OUT MECHANISMS AS REQUIRED.]

8. Data security

We maintain administrative, technical, and physical safeguards designed to protect information against unauthorized access, use, or disclosure. No method of transmission or storage is completely secure, and we cannot guarantee absolute security.

9. Eligibility and age

The App is intended solely for licensed or otherwise professionally authorized practitioners who are at least eighteen years old, as described in Section 1 of the Terms above. The App is not directed to, and we do not knowingly collect personal information from, individuals under eighteen years of age.

10. International use

[INSERT WHETHER THE APP AND ANY ASSOCIATED DATA PROCESSING ARE LIMITED TO THE UNITED STATES OR INVOLVE CROSS-BORDER TRANSFERS, AND, IF APPLICABLE, THE LEGAL BASIS FOR ANY SUCH TRANSFER.]

11. Third-party links and services

The App may contain links to, or integrate with, third-party services, including the Apple App Store, payment processors, and reward fulfillment partners. This Privacy Policy does not apply to third-party services, and we encourage you to review their privacy policies.

12. Changes to this Privacy Policy

We may update this Privacy Policy from time to time. Material changes will be communicated through the App, email, or another reasonable method, and will take effect on the stated date, subject to applicable law. Your continued use of the App after the effective date constitutes acceptance of the updated Privacy Policy.

13. Contact us

Questions or requests regarding this Privacy Policy should be directed to [INSERT PRIVACY CONTACT EMAIL/MAILING ADDRESS]. Legal notices should be directed to the address in Section 22 of the Terms above.

Final electronic acknowledgement

By checking the acceptance box and selecting "Agree and Join," I acknowledge and agree that: (1) I have read and agree to these Terms; (2) I have reviewed the Privacy Policy; (3) the professional and practice information I supplied is accurate; (4) I have any required permission from my Eligible Practice to participate and personally receive rewards; (5) rewards may be taxable and may be reported or publicly disclosed when required; (6) Program participation will not influence my independent clinical judgment or patient-care decisions; (7) the Ask Marya Feature provides general product information only, is not a treatment protocol, prescription, or medical advice, and all diagnosis, treatment, and patient-care decisions remain my sole professional responsibility; and (8) any Photos I upload through the App are stored solely on my device and are not accessed, backed up, or the responsibility of Sponsor.