Curly Girl® WHOLESALE WITH CREDIT CARD ONLY

SALES CONTRACT

Street Designs LLC, a Virginia limited liability company dba Curly Girl® (“SELLER”) LOOKS FORWARD TO A MUTUALLY SUCCESSFUL BUSINESS RELATIONSHIP WITH YOU AND IS HAPPY TO EXTEND SELLER’S WHOLESALE PRICING.

WHEN YOU PLACE AN ORDER WITH SELLER, YOU AUTOMATICALLY ACCEPT THE TERMS AND CONDITIONS OF THIS CONTRACT. DO NOT PLACE AN ORDER IF YOU DO NOT AGREE WITH THIS CONTRACT. THESE TERMS AND CONDITIONS CAN ONLY BE MODIFIED BY A WRITING SIGNED, ELECTRONICALLY OR OTHERWISE, BY BOTH PARTIES.

SELLER GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), EXCEPT AS PROVIDED IN THIS CONTRACT.

TERMS AND CONDITIONS OF SALE

The purchaser who places an order under this Contract is referred to as “Purchaser,” and the goods described in a purchase order associated with this Contract (a “Purchase Order”) are referred to as the “Goods.” Purchaser hereby agrees to purchase, and Seller agrees to sell, the Goods, subject to the terms and conditions provided below.

1. Warranty. Seller warrants that the Goods will be free of defects or damage upon receipt by Purchaser. Seller will (in its discretion), replace, or issue credit for, Goods found to be defective, or damaged provided that written notice of any such defective Goods is given byPurchaser to Seller within five (5) business days of receipt of the Goods.
   
2. Limitation of Liability. THE WARRANTY SET FORTH ABOVE IS PURCHASER'S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER AND PURCHASER HEREBY WAIVES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER, AND ALL RIGHTS, CLAIMS AND REMEDIES OF PURCHASER AGAINST SELLER, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) ANY IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (C) ANY OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS OR REMEDIES FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES

The remedies set forth in Section 1(a) and the indemnification in Section 19 shall be the sole and exclusive remedies of Purchaser; however, if a court of competent jurisdiction finds that any portion of this section 2 is for any reason not enforceable against Purchaser, Seller's liability other than its liability for indemnification under Section 19 or Seller’s liability for any breach of Section 18 shall be limited solely to an amount equal to the cost of the Goods to Purchaser (or replacement of any Goods found to be defective).

3. Orders. Purchaser shall make all purchases hereunder by submitting Purchase
Orders to Seller through Seller’s online portal. In the event of a conflict between the terms and conditions of any Purchase Order and this Contract, the terms and conditions of this Contract shall prevail. Seller shall, in its sole discretion, accept or reject each Purchase Order, and reserves the right to cancel any accepted Purchase Order in which case Seller will refund any advance payment for same.

4. Payment; Exchanges.
Payment of the purchase price shall be made in immediately available funds through Seller’s online portal prior to the shipment of any goods. Purchaser may return unopened Goods for exchange within 30 days after receipt. After 30 days Purchaser will be subject to a 20% restocking fee. If Seller agrees to refund any payment, such refund will be made to the original form of payment minus any appropriate deductions.

5. Price Adjustments. Any price or prices quoted by Seller (the “Price List”) are for
immediate order, but if such price or prices should be increased by Seller before acknowledgement of an order, then this Contract shall be construed as if the increased price or prices were originally inserted herein, and Purchaser shall be billed by Seller on the basis of such increased price or prices. After the date hereof, Seller shall notify Purchaser of any price increases in the Price List at the time of receipt of purchase orders from Purchaser.

6. Taxes. Unless a contrary notation in writing appears in the Price List, the prices quoted in the Price List do not include any sales, use or like taxes that may now or hereafter be imposed by federal, state, or local governments. Any and all of the foregoing taxes shall be borne by Purchaser; provided, however, that Seller shall not include any charges for taxes if Purchaser provides Seller with a valid resale certificate. 

7. Delivery; Risk of Loss. Delivery shall be FOB destination pursuant to Purchaser's
shipping instructions. Seller shall not be liable for any delay, damage in transit and may select alternate carriers, which, in its view, are suitable. Partial deliveries shall be accepted by Purchaser and paid for pursuant to the terms of this Contract. Partial delivery of Goods not in accordance with specifications shall not affect the remainder of the applicable order. Title and risk of loss or damage to the Goods shall pass to Purchaser upon delivery to the destination point specified in the applicable purchase order.

8. Time Limit for Rejection or Revocation of Acceptance of the Goods. As set forth in
Section 1, above, rejection or revocation of acceptance by Purchaser of the Goods must be within five (5) business days after delivery of the Goods to Purchaser. No defective Goods may be returned to Purchaser unless first authorized in writing by Seller. Use of the Goods in any manner shall constitute unconditional acceptance. All expenses of shipping Goods back to Seller shall be borne by Purchaser.

9. Limitation of Actions. All actions, regardless of form, arising under this Contract
or out of or related to the Goods sold hereunder must be brought within the applicable statutory period, but in no event more than one (1) year after the date of the accrual of the cause of action.

10. Termination by Purchaser. If Purchaser terminates this Contract, Purchaser shall be
liable for payment of reasonable cancellation charges, which shall not exceed the price of the Goods subject to then outstanding accepted Purchase Order, but which shall include, among other things, expenses incurred by Seller prior to the termination date with regard to the Goods, Seller's actual liabilities against commitments incident to this Contract, properly allowable indirect charges and a reasonable profit.

11. Termination by Seller. Seller reserves the right, in its sole and absolute discretion, to
discontinue selling Goods to Purchaser and terminate this Contract at any time and for any reason or no reason.

12. Effect of Termination. Termination or expiration of this Contract or any Purchase Order or any Order Acknowledgement shall not limit either party from pursuing injunctive or equitable relief, nor shall such termination relieve Purchaser's obligation to pay all amounts owed hereunder through the date of termination. The parties' rights and obligations, which by their nature would survive, shall survive any termination expiration.

13. Force Majeure. If the performance by Seller of any part of this Contract is prevented,
hindered, delayed or otherwise made impracticable by reason of war or the effects of war,
blockade, revolution, insurrection, civil commotion, riot, mobilization, strike, labor trouble,
lockout, act of God, plague or other epidemic, fire, flood, obstruction of navigation by ice or other obstruction at any port, acts of the public enemy, any labor, material, transportation or utility shortage or curtailment, governmental order, decree or regulation, labor issues in connection with production of the Goods, or to any other similar or dissimilar cause or causes beyond its control, Seller shall be excused from such performance during the continuance of any such contingency and for so long as such contingency shall continue to prevent, hinder or delay such performance.

14. Suggested Retail Pricing. Purchaser agrees that the suggested retail pricing for Seller’s products set forth in the Price List is reasonable and by submission of orders after receipt of any amendment or modification of the Price List, Purchaser shall acknowledge at that time that such amended or modified prices are reasonable. Purchaser further agrees that without the written consent of Seller, it shall not offer or sell the Goods (including, but not limited to promotional or discounted sales) at a price which is less than the suggested retail pricing in the Price List (“Suggested Retail Price”) and it shall not, at any time, use any of the Goods as a loss leader or inducement to purchase other products. Nothing herein shall prohibit Purchaser from selling Seller’s products at a price in excess of the Suggested Retail Price thereof.

15. Trademarks;

a. Purchaser acknowledges Seller’s CURLY GIRL trademarks for use with
haircare products and services and agrees it will not, directly or indirectly, contest,
oppose, petition to cancel, or otherwise challenge the validity, enforceability, or
ownership of Seller’s CURLY GIRL trademarks, or assist any third party in doing
so.

b. Purchaser may not state or insinuate that Purchaser can perform any of
Seller’s specialty salon services or that Purchaser has been trained in any way by
Seller in any salon services or as a certified partner of Seller. Purchaser shall not
acquire any right, title or interest in and to any patent, copyright, service mark,
trademark, trade secret and any other intellectual property or proprietary rights of
Seller.

16. Online Sales; Websites; Website Links. Purchaser may only sell Seller’s Goods at
Purchaser’s place of business and through their professional or salon website. Without limiting the generality of the foregoing, Purchaser may not re-sell any of Seller’s products to other retailers or distributors. Purchaser agrees that Seller may, in Seller’s sole discretion, add Purchaser along with a link to their site to the list of retailers selling Seller’s products that is posted on Seller’s website and also advertise in any retail location that sells Seller’s products, that Purchaser sells Seller’s products. Purchaser grants Seller the right to capture, tag, re-post, link to, and in any other way use content from Purchaser’s social media that mentions, links to, tags, or otherwise promotes Seller’s Goods.

17. Amendment; Waiver. This Contract may not be amended, modified, supplemented,
cancelled or discharged, except by written instrument executed by the parties hereto. No waiver of any breach of any provision of this Contract shall be held to be a waiver of any other provision or subsequent breach of the same provision, and the failure of Seller to enforce at any time any provision hereof shall not be deemed to be a waiver of any right of Seller to subsequently enforce such provision or any other provision hereof. No extension of time for performance of any obligations or other acts hereunder shall be deemed to be an extension of time for performance of any other obligations or any other acts.

18. Confidential Information. Each party acknowledges that all information transmitted to it by or on behalf of the other party in connection with this Contract that is clearly marked as confidential (or which a reasonable person would understand to be confidential given the circumstances and nature of the disclosure, whether or not marked as confidential) constitutes "Confidential Information" of the disclosing party. The receiving party agrees that it shall receive and maintain the Confidential Information of the disclosing party in confidence and, except as provided herein, shall not copy or use the Confidential Information for its own benefit or disclose it or otherwise make it available to third parties except to employees, representatives, agents, subcontractors, or lease or financing companies on a need to know basis as is necessary to perform obligations hereunder. The receiving party shall take reasonable steps to ensure that its employees,
representatives, agents, subcontractors or lease or financing companies comply with this provision. Confidential Information shall not include information which: (i) is or becomes publicly available; (ii) was known by the receiving party prior to the time it was disclosed; (iii) is independently developed by the receiving party without restriction on disclosure; or (iv) is received by the receiving party from a third party without obligation of confidentiality. At the termination of this Contract and upon request from the disclosing party, all Confidential Information shall be returned to the disclosing party.

19. Indemnification. Purchaser shall indemnify, defend and hold Seller harmless from and
against any and all losses, costs, damages and expenses, including, without limitation, reasonable attorneys’ fees and expenses incurred by Seller and, directly or indirectly, arising out of or resulting from the breach of any agreement made by Purchaser hereunder. Seller shall indemnify, defend and hold Purchaser harmless from and against any and all losses, costs, damages and expenses, including without limitation, reasonable attorneys’ fees and expenses incurred by it and, directly or indirectly, arising out of or resulting from (a) the breach of any warranty made by Seller hereunder, (b) any claim made against Purchaser in connection with the use of any Good purchased
hereunder, including any claim of bodily injury or property damage, and (c) any claim made against Purchaser alleging that any Good purchased hereunder infringes upon or misappropriates the proprietary or intellectual property rights of any person or entity.

20. Governing Law. This Contract shall be construed, interpreted and enforced in accordance with and governed for all purposes by the laws and public policy of the Commonwealth of Virginia applicable to contracts executed and to be wholly performed in such State, without giving effect to conflicts of laws principles, it being agreed that this Contract bears a reasonable relationship to such laws. The parties each irrevocably consent to the jurisdiction of the United States federal courts and the Commonwealth of Virginia Courts with jurisdiction over Henrico or Chesterfield counties, Virginia in connection with any suit, action or proceeding arising out of this Contract.

21. Entire Contract. This Contract represents the entire understanding of the parties with
respect to its subject matter and supersedes all prior agreements and understandings between them with respect to its subject matter. The online sales portal may include terms that are for nonwholesale purchases. Although wholesale purchases will be made through the same portal, the terms of this Contract supersede and take priority over any terms that may be part of the online portal.

22. Headings. The headings contained in this Contract are for convenience of reference only and shall not be deemed to constitute a part hereof or be referred to in the construction or interpretation of its terms.

23. Counterparts. This Contract may be executed in counterparts which, when taken together, shall constitute one and the same agreement. Execution and delivery hereof may be evidenced by facsimile transmission or email with a PDF copy hereof.

24. Severability. The terms of this Contract shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared the Contract and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance here from.

25. No Assignment. Purchaser may not assign this Contract to any other person without the prior written consent of Seller.

26. Exclusions from Discount Pricing. Seller reserves the right to exclude any Goods from discount pricing and other promotional offers that Seller is currently offering to Purchaser or may in the future offer to Purchaser.

27. Non-Disparagement. Each party agrees not to, and to instruct its employees, officers and agents not to, make any disparaging negative or derogatory statement regarding the other party, its business or any of the other party’s websites, employees, officers or agents.

28. No Set-Off. Purchaser shall not be entitled to set-off any amounts due Purchaser against any amount due Seller in connection with this Contract or Purchase Orders hereunder.

29. Website Listing Seller maintains the right at its sole discretion to list Purchaser on
Seller’s website as well as providing a link to their site. There is no obligation for such a listing. If such a listing is provided, Seller reserves the right to remove Purchaser from Seller’s website at its own discretion. Purchaser agrees to add a link to on Purchaser’s website to Seller’s homepage, CurlyGirl.Hair Purchaser grants Seller the right to capture, tag, re-post, link to, and in any other way use content from Purchaser’s social media that mentions, links to, tags, or otherwise promotes Seller’s Goods.

30. Advertising Materials Seller is under no obligation to provide Purchaser with
advertising materials. This agreement covers the purchase of product only.

31. Seller’s Remedies. Upon default by Purchaser, Purchaser agrees to reimburse Seller all
reasonable attorney fees and court costs incurred by Seller in connection therewith. Purchaser agrees that any of the following shall constitute an event of default which shall enable Seller, at its option, to cancel any unexecuted portion of a Purchase Order or to exercise any right or remedy which it may have by law: (a) the failure of Purchaser to perform any term or condition contained herein; (b) any failure of Purchaser to give required notice; (c) the insolvency of Purchaser or its failure to pay debts as they mature, an assignment by Purchaser for benefit of its creditors, the appointment of receiver for Purchaser or for the materials covered by this order or the filing of any petition to adjudicate Purchaser bankrupt; (d) the dissolution or termination of existence of Purchaser; (e) a failure by Purchaser to provide adequate assurance of performance within ten (10) days after a justified demand by Seller or (f) if Seller, in good faith, believes that Purchaser's prospect of performance under this Agreement is impaired. All rights and remedies of Seller herein are in addition to, and shall not exclude, any rights or remedies that Seller may have by law. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable attorneys' fees, will be added to the balance due and Purchaser shall pay all such charges.

IN WITNESS WHEREOF, the parties have caused this Contract be executed by their
respective duly authorized officers as of the date first above written. 

Purchaser has read, understands, agrees and accepts all the terms and conditions of this sales contract.