PROAFFILILATE PROGRAM TERMS & CONDITIONS

For more than three decades, Obagi Medical® (“Obagi” or
“we”) has been transforming the skincare industry with medical-grade skincare
for every skin type, tone, and concern. We are among an elite few that
transform all skin types and tones with medical-grade skincare. In addition to
being formulated with the purest, most potent and most effective ingredients,
our portfolio of products are dermatologist tested and physician endorsed.

Obagi is proud to offer its ProAffiliate Program (the
“Program”) to select US based professional accounts (“Affiliate” or “you”) to
further expand and grow your business, allow for customer convenience and
retention, and to help offset some of the operational needs required to
maintain and operate an e-commerce platform. By participating in the Program,
Affiliate will be able to offer online ordering functionality to its patient
base and continue to generate revenue through online sales made by patients without
the need to invest in the additional overhead needed to support this sales
channel, by leveraging Obagi’s existing operational infrastructure.

1. Registration

The Program is offered only to accounts who carry Obagi
within their physical locations. Obagi reserves the right to approve or reject
any ProAfilliate registration in its sole and absolute discretion.

If you choose to register for and participate in the
Program, you are solely responsible for verifying the Program meets all state,
regulatory and board requirements and that you are in compliance with those
requirements, as there may be certain risks in participating in the Program. Some
states may not allow participation in this program.

2. Affiliate Links and Coupon Codes

Each ProAffiliate member will receive their own unique URL.
Each URL will be automatically generated by our system and Affiliate will not be
able to customize their unique ProAffiliate link. Affiliates may request a
custom ProAffiliate link, which Obagi will issue at its sole discretion, by
submitting a request to [email protected].

Affiliate may request a QR code that will allow the easy
sharing of its ProAffiliate link with patients. We encourage you to share your
ProAffiliate link on your website, social media platforms, and emails to your
patients; however publicly posting your ProAffiliate link on discount sites
such as Groupon or chatboards such as Reddit, is strictly prohibited.

Affiliate will also be provided with a unique coupon code
(“Coupon Code”), that customers can enter during the checkout process in order
to attribute their order to the respective referring Affiliate. Affiliate may
customize the Coupon Code to its business name or other easily remembered words.
Obagi reserves the right to deny or change Affiliate's custom Coupon Code name.

We encourage you to share your unique Coupon Code on your
website, social media platforms, and emails to your patients; however publicly
posting your Coupon Code on discount sites such as Groupon or chatboards such
as Reddit, is strictly prohibited. Obagi reserves the right to modify and
update the Coupon Code in its sole discretion and will provide written notice
to Affiliate if any changes are made. Affiliate may not offer any other discount
codes or coupon codes other than Coupon Codes provided by Obagi.

3. Service Fee and Revenue

When any patient makes a purchase through your respective
ProAffiliate link, Obagi will provide its operational services and
infrastructure to process and fulfill all confirmed orders for a fee calculated
upon 60% of the net sales generated through the Program (“Service Fee”). Net
sales are hereby defined as the total amount of gross sales made through your
ProAffiliate link, excluding tax charges and shipping costs, minus any
deductions for applicable discounts, returned products/orders, refunds or
chargebacks, or any other deductions relevant to the sales made through your
respective storefront. Affiliate will then be entitled to the 40% margin, as it
would have similarly received as a sale made directly through the practice
(“Revenue”). Revenue will only be applicable for transactions that have been
successfully completed.

All Revenue payments will be made via Refersion, Obagi’s
service provider who offers and maintains the Affiliate Program, and will be
issued on a monthly basis, within 15-30 days after the close of the prior
calendar month. Revenue status is displayed in the Program dashboard on the
“Revenue” tab, and any previously paid Revenue will be displayed on the
“Payment” tab. Service Fee amount is subject to review and modification by
Obagi at any time, in its sole discretion. Revenue payments may be issued as
either product credit towards a future Obagi order, or via direct deposit, to
be determined in Obagi’s sole and absolute discretion.

4. Purchases

Patients who navigate to your unique ProAffiliate link or
access your ProAffiliate link via your specific QR code, will be connected to
your ProAffiliate profile for 30 days via a browser cookie (as further
explained below), unless they clear their browser cookies, switch browsers, or
use a different device. Any purchases made by that patient through obagi.com
within the 30-day window will be automatically attributed to your profile.
After the 30-day window, the patient will need to directly navigate to your
specific ProAffiliate link again in order for you to continue earning Revenue
on patient purchases, or continue to enter the Affiliate’s respective Coupon
Code during the checkout process. Obagi is unable to attribute any patient
order that was not successfully captured in the Program back to any Affiliate
or respective profile.

5. Browser Cookie

Obagi uses a browser cookie to track your patients who have
clicked on your link in order to be able to attribute the purchase to your
profile. Patient will need to have their browser cookies enabled for Obagi to
be able to track their purchases and attribute them back to your profile. If a
patient doesn't allow cookies or clears their cookies, then Obagi will be
unable to attribute the patient’s purchase to your profile. Obagi is unable to
attribute any patient orders that were not captured and tracked via the browser
cookie back to any Profile.

6. Creatives

We may share promotional media such as banners, logos, or
specific promotional materials through the “Marketing Tool” available through
your Refersion dashboard, from time to time. You can directly download the
media or copy the HTML embed code in order to share via your own channels.

7. Data Privacy

Affiliate acknowledges and agrees that Obagi is required to
be compliant with respective US state consumer data privacy laws. Obagi and
Affiliate will each comply with these state laws, and shall: notify each other
in the event any patient or consumer requests the update or deletion of
information collected by either Obagi or Affiliate; ensure that reasonable
safeguards have been implemented to ensure compliance with these state laws;
not share, sell or disseminate by any means any personal information of any
patient or consumer that falls under the purview of these state laws; and fully
cooperate with each other as it pertains to data privacy law compliance.

Affiliate acknowledges and agrees that due to the operation
of this Program, Obagi may share your data with its affiliates and/or third
parties.

8. Removal from Referral Program

If an Affiliate wishes to be removed from the Program, they
can do so by contacting: [email protected]. Any
breach or non-compliance with any of these Terms and Conditions, or if your
account is no longer classified as being in good standing, may result in
removal from the Program, as determined by Obagi in its sole discretion.
Termination of your Obagi account will also result in removal from the Program.
Any outstanding Revenue generated through the Program prior to removal will be
paid out during the next payment cycle, as allowed under respective state law.

9. General

Use of the Program is subject to a fair use policy which
gives Obagi the right to review each and every order. Obagi retains the right
to cancel any order that does not comply with its Terms of Use or is suspected
to be fraudulent.

The Program may only be available for a limited time and is
subject to change or cancellation by Obagi at any time. Obagi reserves the
right to change or cancel the Program at any time upon notice to the Affiliate.
Should Obagi terminate the program, any outstanding Revenue shall be paid out within
45 days after the last date the Program is operational, as allowed under
respective state law.

Obagi does not transfer any intellectual or other property,
or proprietary rights to Affiliate. All rights, title and interest in any Obagi
product and the ProAffiliate Program or any material created in connection with
Obagi are owned by Obagi and are only for the Affiliate’s use in connection
with the Program.

Obagi makes no warranties or representations of any kind,
whether express or implied, with regard to the Program, and shall utilize
reasonable efforts to maintain the Program in at least the same manner as it
maintains its obagi.com website. Obagi makes no representation that the
operation of the Program website will be uninterrupted or error-free and Obagi
will not be liable for the consequences of any interruptions or errors.

By participating in this Program, you acknowledge and agree
that the Program may not be authorized or regulated by all state laws and that
participation is undertaken at your own risk. Affiliate further agrees to
indemnify, defend, and hold harmless Obagi, its affiliates, officers,
directors, employees, agents, and representatives (collectively, the
"Indemnified Parties") from and against any and all claims,
liabilities, damages, losses, costs, and expenses (including reasonable
attorneys' fees) arising out of or in any way connected with: (i) your
participation in the Program; (ii) any breach by you of these terms and
conditions; (iii) any violation by you of any law or the rights of a third
party; (iv) any claims or disputes related to your participation in the Program
arising in states where the Program is not authorized or regulated.

To the fullest extent permitted by applicable law, in no
event shall the Indemnified Parties be liable for any indirect, incidental,
special, consequential, or punitive damages, or any loss of profits or
revenues, whether incurred directly or indirectly, or any loss of data, use,
goodwill, or other intangible losses, resulting from: (i) your participation in
the Program; (ii) access to or use of or inability to access or use the
Program; (iii) any unauthorized access to or use of our servers and/or any personal
information stored therein; (iv) any interruption or cessation of transmission
to or from the Program; (v) any bugs, viruses, Trojan horses, or the like that
may be transmitted to or through the Program by any third party; or (vi) any
errors or omissions in any content or for any loss or damage incurred as a
result of the use of any content posted, emailed, transmitted, or otherwise
made available through the Program.

These Terms and Conditions shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to its conflict of law principles. Any legal suit, action, or proceeding
arising out of or related to this indemnity clause or the Program shall be
instituted exclusively in the federal or state courts located in the State of
Delaware.

If any provision of these Terms and Conditions is held to
be invalid or unenforceable, such provision shall be struck, and the remaining
provisions shall be enforced to the fullest extent under law.

We may amend, update or otherwise change, at any time and
without prior notice, any or all of the Terms and Conditions contained herein.
By participating in the Program, you agree to use the Program in the manner
specified herein and are hereafter bound by these Terms and Conditions. If you
do not agree to these Terms and Conditions in their entirety, you are not able
to register as an Affiliate or participate in the Program in any manner.

You can always re-visit these Terms and Conditions at any
time. If you have any questions, please email [email protected].

ProAffiliate Privacy Notice

This Privacy Notice is issued by Refersion (“Refersion” or
“we”), regarding its Affiliate Marketing System (“Affiliate Program”), which
describes how we may collect and use personal data and the rights granted to
merchants, affiliates and customers (collectively, “you” or “your”) regarding
their respective data.

For Obagi’s Privacy Policy, please visit https://privacy.obagi.com/privacy-policy.

By joining the Affiliate Program, you signify your approval
of the terms set out in this Privacy Policy, and other terms and conditions. If
you do not agree to this Privacy Policy, you must not participate in or use the
Affiliate Program.

We may update this Privacy Policy from time to time in
order to reflect, for example, changes to our privacy practices or for other
operational, legal, or regulatory reasons. By continuing to use our Affiliate Program
after these changes are posted, you agree to the revised policy.

Personal Information Controller

Any personal information provided to or gathered by
Refersion under this Privacy Notice will be stored and controlled by Refersion
(the data controller).

Information collected from Merchants

When a merchant uses the application, we are automatically
able to access certain types of information and details from your respective Shopify
account such as email, first name, last name, shop information (shop domain,
shop currency, shop address, etc.). We collect this information to provide you
with our services; for example, to confirm your identity, contact you, provide
customer support when you contact us, provide you with advertising and
marketing activities, etc.

Information collected from Affiliates

When an affiliate signs up to join a program, we collect
some information to inform merchants such as email, personal information,
payment details, social network information, etc. The information is provided
to help the merchant evaluate the affiliate’s background and potential, along
with process specific activities within the application, and further contact the
affiliate as needed.

Information collected from Customers when
visiting merchant website

In order to track referral orders, when customers visit a merchant’s
website and make a purchase, the UpPromote system will collect information regarding
the order such as total order, order items, order ID, amongst others.

About Cookies

“Cookies” are data files that are placed on your device or
computer and often include an anonymous unique identifier.

Cookies are created when a user's browser loads a
particular website. The website sends information to the browser which then
creates a text file. Every time the user goes back to the same website, the
browser retrieves and sends this file to the website's server.

For more information about cookies, including how to
disable them, visit allaboutcookies.org.

Because cookies allow you to take advantage of some of the Affiliate
Program’s essential features, we recommend that you leave them turned on.

Information sharing

Ensuring your privacy is important to us. We do not share
your personal information with third parties except as described in this
privacy policy. We may share your personal information with third-party service
providers who we employ to process specific functions; examples include
providing email marketing activity, analyzing data and other marketing support,
data privacy and security services, etc. Third-party service providers have
access to personal information only as needed to perform their functions and
they must process the personal information in accordance with this Privacy Notice.

We may also disclose your personal information to any third
party with your prior consent.

Use of Refersion app by Children

Refersion is not intended for children. If you are under the
age of 16, you may use the Affiliate Program only with the supervision of your
parent or guardian.

Your Rights

Refersion understands that you have rights over your
personal information, and takes reasonable steps to allow you to access,
correct, amend, delete, port, or limit the use of your personal information. If
you are using the system and wish to exercise this right, please contact us at [email protected].
We may require that you provide us with acceptable verification of your
identity before providing access to such information.

If you are an affiliate and wish to exercise these rights,
please contact Obagi directly, as we serve as a processor on their behalf and
can only forward your request to them to allow them to respond.

Contact information

If you have any questions about your personal data or this
Privacy Notice, please contact us by email at [email protected].