Independent Spa or Studio Reseller Agreement
General Terms and Conditions

Martin Michael LLC and Leeina™ ("Company") and Leeina™ Spa or Studio Reseller ("Reseller") agree to the General Terms and Conditions as described below.

  1. THE INDEPENDENT SPA OR STUDIO RESELLER AGREES:
    1. To promote and sell Leeina™ products to ultimate consumers.
    2. To provide each consumer with the written Leeina™ Satisfaction Guarantee and to promptly honor it upon request. I understand that Leeina™ ("Company") sponsors a complete satisfaction or money-back guarantee as to each Leeina™ product sold by me to a consumer.
    3. To maintain the highest standards of integrity, honesty and responsibility in dealings with the Company, consumers and other Spas and Studios. To present Leeina™ products in a truthful and sincere manner and hold the Company harmless from damages resulting from misrepresentations by my business ("Reseller").
    4. To protect the Leeina™ trademark and trade name by obtaining the Company's written permission prior to the Resellers use in any advertising (including but not limited to the Internet) or literature other than Company-published material. I understand that display or sale of Leeina™ products in or to public, retail or service establishments of any kind (including Internet retail or auction sites) are prohibited under the terms of this Agreement, and this obligation survives the termination of this Agreement.
    5. As an independent reseller, to assume sole liability for all self-employment (Social Security), income taxes, sales tax and other reports required by my activities as a Spa or Studio Reseller, Independent Sales Directors and/or Independent National Sales Directors or Independent Agents and to abide by all federal, state and local laws governing my business.
    6. To purchase the Starter Kit and all Leeina™ products only from the Company. All orders submitted to Company shall be accompanied by cash, credit card charge, cashier's or certified check, or money order made payable to the order of "Leeina" for the full amount due. I understand that all orders are subject to acceptance by Company and the terms of this Agreement.
    7. I am not a joint venturer with, or franchisee, partner, agent or employee of Company. I have no power or authority to incur any debt, obligation or liability on behalf of Company. I understand that all Studio or Spa Resellers, Independent Sales Directors and Independent National Sales Directors are independent contractors and are subject to this provision.
    8. When presenting Leeina™ business opportunities, to do so in a truthful and sincere manner and ensure that any prospective Spa or Studio Reseller recruited by me is the age of 18 years or older and receives education and materials related to a Leeina™ business upon submission of an Spa or Studio Reseller Agreement.
    9. Company may release my name and telephone number in response to a customer's request for a Spa or Studio Reseller in my area. If this information is not to be released, I agree to notify Company that I do not want this information released by written notice directed to: Reseller Records Department, 66 Witherspoon St. Suite 246, Princeton, NJ 08542.
    10. To comply with any changes to the General Terms and Conditions of the Spa or Studio Reseller Agreement that may be made by the Company. Company may change suggested retail prices, discounts, commissions, shipping and handling charges, contest rules and active status requirements at any time upon 10 days' prior written notice. Written notice may be given by posting notice on the Company Web site(s).
  2. Leeina™("COMPANY") AGREES:
    1. In exchange for Spa and Studio Reseller's compliance with the terms and conditions set forth above, to sell to the Reseller's items from the then current Reseller order form ("ROS") and to allow an active Spa and Studio Reseller's a discount from suggested retail prices on Section 1 items from the ROS ("Section 1 products"). The discount shall not apply to samplers, premiums, demonstrators, literature or sales promotion items.
    2. No geographical territories or limits concerning sales or recruiting within the United States are imposed on Spa or Studio Reseller.
    3. Company reserves no right of control or direction of Spa or Studio Reseller's activities, other than the right to question results.
    4. To accept Reseller's cancellation of this Agreement within thirty (30) days after acceptance of the Agreement by Company, and upon return of Reseller's original and unused Starter Kit to Company, to refund to Reseller the Reseller's cost of the Starter Kit; or if Agreement is terminated and Reseller's original and unused Starter Kit is returned to Company after the cancellation period and within one (1) year of purchase, to repurchase such Starter Kit at ninety percent (90%) of Reseller's original net cost.
    5. To repurchase, upon termination of this Agreement, at ninety percent (90%) of Reseller's original net cost, original and unused Section 1 products, provided such items were purchased by Reseller from Company within one (1) year prior to return.
    6. Starter Kit and Section 1 products must be shipped freight prepaid, accompanied by a "Request for Repurchase" form to the Leeina Repurchase Department in Princeton. Reseller agrees that Company's cost of any prizes or product bonuses awarded to Reseller because of the original purchase and any indebtedness Reseller owes Company will be deducted from the repurchase amount. Reseller's who return merchandise to Company are not eligible to rejoin Leeina as a Leeina Spa or Studio Reseller.
    7. Customer names and addresses furnished by Spa or Studio Reseller to Company in connection with optional programs shall remain the sole property of Spa or Studio Reseller and will not be used by Company or disclosed by Company to other parties without Spa or Studio Reseller permission, except as may be required by law.

This Agreement is subject to acceptance by Company at its headquarters in Princeton, New Jersey, through issuance of a Notice of Acceptance. Such acceptance is conditioned upon receipt of a Starter Kit by Spa or Studio Reseller. This Agreement shall be governed by the laws of the State of New Jersey as to all matters. The parties further agree that if any dispute or controversy arises between them concerning any matter relating to this Agreement that any issues which either party may elect to submit for legal jurisdiction shall be submitted to the jurisdiction of the courts of the State of New Jersey and the parties agree that the proper venue shall be Princeton, Mercer County, New Jersey.

This Agreement is not subject to alteration, modification or change, except in writing, signed by an authorized executive of the Company and shall not be deemed to be changed, modified or altered by reason of any advice, suggestions, guides or sales aids furnished by the Company to the Spa or Studio Reseller. This Agreement shall be effective from the date of acceptance until December 31 of the same year and shall thereafter be automatically renewed each January 1, for additional terms of one year each, provided that the Agreement may be terminated by either party effective immediately for any breach of its provisions or by either party at any time during the initial term or any renewal term by not less than thirty (30) days written notice.

It is not necessary to submit a new Agreement (or purchase a new Starter Kit) if reinstating within one year of last order month (anniversary month, if no last order) as the terms and conditions of the then current Independent Spa or Studio Reseller Agreement will continue in full force and effect. For record purposes, a Reseller must have a minimum of $200 wholesale product order to update her last order date.

This is the sole and only Agreement between the parties relating to the subject matter hereof, and both parties acknowledge that the Independent Spa or Studio Reseller is not an employee of Company and will not be treated as an employee with respect to this Agreement for federal, state or local tax purposes, or otherwise.