Professional MSA

“Applicable Law” means all laws, regulations, rules, and binding governmental requirements that apply to a Party, the Services, or the processing of data under this Agreement, including applicable privacy, consumer-protection, advertising, biometric-information, and healthcare laws.

“Authorized Users” means Customer’s employees, contractors, agents, and other personnel whom Customer authorizes to access the Services on its behalf, together with End Users when the context requires.

“Customer Content” means Customer’s trademarks, service marks, logos, trade names, text, images, videos, product information, service descriptions, promotional materials, and other content supplied or uploaded by Customer.

“Customer Data” means information submitted to or collected through the Services by or on behalf of Customer or its Authorized Users, including professional account data, customer lists, service information, product information, and End User Data made available to Customer. Customer Data excludes de-identified or aggregated Usage Data that cannot reasonably identify Customer or an individual.

“Documentation” means user guides, technical instructions, policies, specifications, and other materials that Agentive makes available for use of the Services.

“End User” means an individual who accesses a KDERMAI experience associated with Customer, including a consumer, client, prospect, or patient of Customer.

“End User Data” means information submitted by or collected from an End User through the Services, which may include contact information, questionnaire responses, preferences, photographs, skin-related observations, product interactions, and journey information.

“Fees” means all subscription, implementation, usage, overage, add-on, and other fees stated in an Order Form, checkout page, or applicable pricing schedule.

“Order Form” means an ordering document, online checkout, proposal, statement of work, or electronic subscription selection that identifies the Services, subscription plan, fees, usage limits, and any special terms purchased by Customer.

“Platform” means KDERMAI and its related professional, enterprise, application, website, dashboard, API, software-development-kit, and co-branded capabilities, including features powered by DermaGenome Skin Intelligence. Depending on the purchased plan, Platform features may include skin-image analysis, Skin Genome Snapshot, Skin Genome Plan, Product Intelligence, Skin Journey, Skin Score, Face & Hair Harmony, Facial Harmony, Beauty Studio, Beauty Twin, educational content, lead-management tools, practice dashboards, recommendations, reporting, and related functionality.

“Professional Services” means separately ordered implementation, configuration, integration, training, consulting, design, or other professional services.

“Services” means the subscription services, Platform access, support, hosting, Professional Services, and other services Agentive provides under an Order Form.

“Subscription Term” means the period during which Customer is authorized to use the Services, as specified in the applicable Order Form or Section 11.

“Usage Data” means technical, operational, and statistical information relating to the performance, security, and use of the Services, such as feature usage, device and browser type, system events, error logs, and aggregated interaction measurements.

Subject to this Agreement and payment of all Fees, Agentive grants Customer, during the applicable Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to permit its Authorized Users to access and use the Services solely for Customer’s internal business purposes and the permitted professional services described in the applicable Order Form.

Features, numbers of locations or seats, analysis volumes, End User limits, storage, branding options, integrations, and other entitlements depend on the selected plan. Current plan names may include KDERMAI ONE plans such as SOLO, PRO+, CLINIC, GROWTH CLINIC, ENTERPRISE, or later replacement plans. The Order Form or checkout page controls if it conflicts with general marketing materials.

Agentive will host, maintain, and support the Services in accordance with this Agreement. Agentive may release updates, enhancements, bug fixes, and new versions. Agentive may modify features to improve security, compliance, performance, or user experience, provided that Agentive will not materially reduce the core functionality of a paid Service during the then-current Subscription Term without reasonable notice, except when required by law, security concerns, third-party platform changes, or circumstances outside Agentive’s reasonable control.

Agentive will provide the support and training included in Customer’s plan or Order Form. Unless a written service-level agreement states otherwise, response and resolution times are targets and not guarantees.

Professional Services, deliverables, schedules, assumptions, and acceptance criteria will be described in an Order Form or statement of work. Unless otherwise stated, Customer will provide timely access to personnel, systems, data, approvals, and materials reasonably required for Agentive to perform the Professional Services.

The Services may interoperate with third-party products, payment processors, scheduling systems, communication tools, marketplaces, product links, or other integrations. Third-party services are governed by their own terms and privacy practices. Agentive is not responsible for third-party services and does not guarantee their continued availability.

Agentive may offer beta, preview, experimental, or early-access features. Such features may be changed or discontinued at any time, may contain errors, and are provided without service-level commitments. Customer uses them at its own discretion and risk.

Customer will provide accurate account information, keep credentials confidential, use reasonable safeguards against unauthorized access, and promptly notify Agentive of suspected compromise or misuse. Customer is responsible for activity conducted through its accounts, except to the extent caused by Agentive’s breach of this Agreement.

Customer is responsible for its Authorized Users’ compliance with this Agreement and for ensuring that only properly authorized persons use professional or administrative features.

Customer will not, and will not permit any third party to:

1. copy, sell, rent, lease, sublicense, distribute, or provide the Services on a service-bureau basis except as expressly permitted in an Order Form;

2. reverse engineer, decompile, disassemble, or attempt to discover source code, models, prompts, algorithms, or non-public components of the Services, except where a restriction is prohibited by law;

3. bypass usage limits, security controls, authentication, rate limits, or access restrictions;

4. use the Services to create or improve a competing model, dataset, software product, or service;

5. upload malware or interfere with the security, integrity, availability, or performance of the Services;

6. use the Services unlawfully, deceptively, abusively, or in a manner that infringes the rights of another person;

7. submit photographs, personal information, or other data without all notices, permissions, and consents required by Applicable Law;

8. use outputs as the sole basis for a medical diagnosis, medical treatment, emergency decision, employment decision, insurance decision, credit decision, or other legally significant decision; or

9. represent that any KDERMAI output is a guaranteed, clinically validated, or error-free diagnosis or result unless Agentive expressly authorizes that claim in writing.

Customer is solely responsible for the professional, cosmetic, wellness, retail, or healthcare services it provides; its personnel and licenses; its product and treatment claims; its communications with End Users; and its compliance with consent, telemarketing, email, text-message, advertising, and professional-practice laws. Customer must not imply that Agentive endorses a specific provider, procedure, product, or medical outcome unless Agentive expressly agrees in writing.

Customer will not submit or solicit images or personal information of a minor through professional features unless Customer has confirmed that such use is permitted by Applicable Law and has obtained verifiable authorization from the minor’s parent or legal guardian. Customer must comply with any higher minimum-age requirement stated in the KDERMAI Terms of Use.

KDERMAI provides informational, educational, cosmetic, skincare, beauty, wellness, engagement, and decision-support tools. Unless a specific feature is expressly identified by Agentive as a regulated medical device and authorized for the applicable use, the Services are not medical devices and are not intended to diagnose, treat, cure, mitigate, or prevent any disease or health condition.

KDERMAI outputs—including image observations, scores, simulations, product information, routines, recommendations, lead insights, and progress comparisons—are suggestions and decision-support information. They do not replace an in-person examination, clinical judgment, patch testing, professional advice, or consultation with a licensed healthcare provider. Suspected medical conditions or emergencies must be directed to an appropriately qualified professional or emergency service.

Artificial-intelligence systems may produce incomplete, inaccurate, inconsistent, biased, or inappropriate outputs. Results can be affected by lighting, camera quality, image angle, makeup, filters, skin tone, device settings, questionnaire responses, and other variables. Customer must independently review outputs before using or communicating them and remains responsible for all decisions, recommendations, and actions taken in reliance on them.

Any generated or modified image, Beauty Twin, future-looking visualization, comparison, or simulation is illustrative only. It is not a promise, guarantee, or prediction of actual results.

Product information may be provided by brands, retailers, public sources, or third-party databases and may change without notice. Customer and End Users are responsible for reviewing current labels, ingredients, warnings, directions, allergies, sensitivities, contraindications, and suitability before use. Agentive does not guarantee product availability, authenticity, compatibility, or results.

As between the Parties, Customer determines what Customer Data it submits and how it uses the Services. Customer represents and warrants that it has provided all required notices and obtained all rights, permissions, releases, and consents necessary for Agentive to process Customer Data to provide the Services.

Agentive will process personal information in accordance with its applicable Privacy Policy, this Agreement, and any executed data-processing addendum. If a data-processing addendum is required by Applicable Law, the Parties will execute one before the relevant processing begins.

Photographs and image-derived information may be regulated differently across jurisdictions. Customer must provide legally sufficient notice and obtain any express written consent required before collecting, uploading, analyzing, sharing, or retaining facial, skin, scalp, hair, or body images through the Services. Customer may not use the Services for identity recognition, identity verification, surveillance, or biometric authentication unless Agentive expressly supports and authorizes that use in writing.

Unless expressly stated for a specific feature, KDERMAI does not use facial geometry to identify a person. Image analysis for visible skin, hair, cosmetic, or wellness characteristics is separate from identity recognition.

The availability of privacy or security features does not, by itself, make Customer’s use HIPAA-compliant. Customer may not submit Protected Health Information to the Services unless Agentive has confirmed that the relevant Service supports such information and the Parties have executed a Business Associate Agreement when legally required. If a Business Associate Agreement is executed and conflicts with this Agreement regarding Protected Health Information, the Business Associate Agreement controls for that information.

Agentive will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. No system is completely secure, and Agentive does not guarantee that unauthorized access or security incidents will never occur.

Agentive will notify Customer without unreasonable delay after confirming a security incident affecting Customer Data when notice is required by Applicable Law or an applicable data-processing addendum. Customer is responsible for maintaining accurate security-contact information.

Agentive may use affiliates and vetted service providers to host, secure, support, analyze, and operate the Services. Data may be processed in the United States and other countries where Agentive or its service providers operate, subject to applicable transfer requirements.

Agentive may create and use aggregated or de-identified information for analytics, benchmarking, security, research, product improvement, and business operations, provided that Agentive does not use such information to identify Customer or an individual and does not attempt to re-identify it except to test legally permitted de-identification methods.

Agentive may use Usage Data and properly de-identified or aggregated information to operate, secure, evaluate, and improve the Services. Agentive will not use identifiable End User photographs or identifiable Customer Data to train general-purpose models for other customers without a separate, affirmative authorization or other valid legal basis. Any optional program involving identifiable training data will be governed by additional written terms and required consents.

During the Subscription Term, Customer may access or export Customer Data through available Platform features. After expiration or termination, Agentive may delete Customer Data in accordance with its retention schedule, Privacy Policy, Applicable Law, and backup practices. Customer should export required data before termination. Agentive may retain information when legally required, to resolve disputes, enforce agreements, maintain security records, or preserve de-identified or aggregated information.

Agentive and its licensors retain all right, title, and interest in and to the Platform, Services, DermaGenome Skin Intelligence, Documentation, designs, workflows, algorithms, models, software, technology, trademarks, and all improvements and derivative works of the foregoing. No rights are granted except those expressly stated in this Agreement.

Customer retains all right, title, and interest in Customer Content and, as between the Parties and subject to End Users’ rights, Customer Data.

Customer grants Agentive and its service providers a non-exclusive, worldwide, royalty-free license during the Subscription Term to host, copy, transmit, display, modify, and otherwise process Customer Content and Customer Data only as reasonably necessary to provide, secure, support, and improve the Services; comply with law; and exercise Agentive’s rights under this Agreement. Rights that must continue for backup, legal, security, or de-identification purposes survive only for as long as reasonably necessary.

If Customer provides suggestions, ideas, or feedback, Agentive may use them without restriction or compensation, provided that Agentive does not publicly identify Customer as the source without permission.

If Customer purchases co-branding, each Party grants the other a limited, revocable license to use its approved names, logos, and brand materials solely to provide and promote the co-branded experience during the Subscription Term and in accordance with supplied brand guidelines. Unless otherwise stated in the Order Form, the experience may display “Powered by KDERMAI” and may identify KDERMAI as a product of Agentive Systems LLC.

Agentive will not issue a press release naming Customer without Customer’s consent. Unless Customer opts out in writing, Agentive may identify Customer by name and logo in a factual customer list, subject to Customer’s brand guidelines.

Customer will pay all Fees specified in the applicable Order Form or checkout page. Except where prohibited by law or expressly stated otherwise, Fees are non-refundable and payment obligations are non-cancelable during the committed Subscription Term.

If Customer purchases an automatically renewing subscription, Customer authorizes Agentive and its payment processor to charge the designated payment method at the beginning of each renewal period. The subscription will renew for the period stated at checkout unless Customer cancels before the renewal date using the available account controls or written cancellation method. Any legally required renewal reminder or cancellation right will apply.

If Customer exceeds included usage, Agentive may charge the overage rates shown in the Order Form or applicable pricing schedule. If automatic overages are disabled or unavailable, Agentive may limit additional use until Customer upgrades, purchases additional capacity, or the next usage period begins.

Upgrades may take effect immediately and may be prorated. Unless otherwise stated, downgrades take effect at the next renewal. Agentive may change pricing for a future renewal period by giving at least thirty (30) days’ notice, unless a longer period is required by law or the Order Form.

Agentive may use a third-party payment processor. Customer authorizes Agentive and the processor to charge the payment method provided for all amounts due. Customer must maintain accurate billing information and represents that it is authorized to use the payment method.

If an undisputed amount is overdue, Agentive may suspend affected Services after providing reasonable notice and an opportunity to cure. Customer will reimburse reasonable collection costs where permitted by law. Agentive will not suspend for amounts disputed reasonably and in good faith while Customer cooperates to resolve the dispute.

Fees exclude sales, use, value-added, withholding, and similar taxes and duties. Customer is responsible for applicable taxes other than taxes based on Agentive’s net income. If Customer is legally required to withhold tax, Customer will provide valid documentation and cooperate in obtaining available relief.

“Confidential Information” means non-public business, financial, technical, security, product, customer, and commercial information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is marked confidential or reasonably should be understood to be confidential, including the non-public terms of an Order Form.

Confidential Information does not include information that the Receiving Party can document: (a) is publicly available through no breach of this Agreement; (b) was lawfully known without restriction before disclosure; (c) was received lawfully from a third party without a confidentiality duty; or (d) was independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party will use Confidential Information only to perform or exercise rights under this Agreement, protect it with at least reasonable care, and disclose it only to personnel, affiliates, professional advisers, and service providers who need to know it and are bound by confidentiality duties.

The Receiving Party may disclose Confidential Information when legally required, provided it gives advance notice when legally permitted and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party seeks protective treatment.

Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The Disclosing Party may seek injunctive or equitable relief in addition to other available remedies.

Each Party represents that it has authority to enter into this Agreement and that doing so does not violate a binding obligation applicable to it.

Agentive warrants that it will provide paid Services in a professional and workmanlike manner and that, during the Subscription Term, the Platform will materially conform to the applicable Documentation under normal authorized use. Customer’s exclusive remedy for a verified breach is for Agentive to use commercially reasonable efforts to correct the nonconformity; if Agentive cannot do so within a reasonable time, Customer may terminate the affected Service and receive a prorated refund of prepaid Fees for the unused portion of the terminated Subscription Term.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, PLATFORM, OUTPUTS, DOCUMENTATION, BETA FEATURES, THIRD-PARTY CONTENT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AGENTIVE DISCLAIMS ALL IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

AGENTIVE DOES NOT WARRANT THAT ANY IMAGE ANALYSIS, SCORE, OBSERVATION, RECOMMENDATION, SIMULATION, PRODUCT MATCH, LEAD INSIGHT, OR OTHER OUTPUT IS COMPLETE, ACCURATE, CLINICALLY VALID, SUITABLE FOR A PARTICULAR PERSON, OR FREE FROM ERROR. AGENTIVE DOES NOT GUARANTEE ANY COSMETIC, WELLNESS, COMMERCIAL, OR BUSINESS RESULT.

Nothing in this Agreement excludes a warranty or right that cannot lawfully be excluded.

Customer will defend, indemnify, and hold harmless Agentive, its affiliates, and their officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, fines, penalties, costs, and reasonable attorneys’ fees arising out of or relating to: (a) Customer Content or Customer Data; (b) Customer’s or an Authorized User’s breach of this Agreement or Applicable Law; (c) Customer’s products, services, treatments, professional decisions, advertising, or communications; (d) Customer’s failure to obtain required consent or authorization; or (e) Customer’s gross negligence, willful misconduct, or misuse of the Services.

Agentive will defend Customer against a third-party claim alleging that Customer’s authorized use of the paid Platform infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in settlement by Agentive. Agentive has no obligation for claims arising from Customer Data, Customer Content, third-party services, unauthorized modifications or combinations, continued use after notice, or use contrary to this Agreement or Documentation.

If an infringement claim appears likely, Agentive may: (a) obtain the right for Customer to continue using the affected Service; (b) modify or replace it with materially equivalent functionality; or (c) terminate the affected Service and refund prepaid Fees for the unused portion of the terminated Subscription Term.

The indemnified Party must promptly notify the indemnifying Party of the claim, provide reasonable cooperation at the indemnifying Party’s expense, and allow the indemnifying Party to control the defense and settlement. No settlement may admit fault by or impose a non-monetary obligation on the indemnified Party without its written consent, not to be unreasonably withheld.

This Agreement begins when Customer first accepts it and continues while any Order Form remains in effect. Monthly subscriptions renew monthly; annual subscriptions renew annually; and other subscriptions renew for the period identified in the Order Form, unless timely canceled or non-renewed.

Either Party may terminate this Agreement or an affected Order Form if the other Party materially breaches it and fails to cure the breach within thirty (30) days after written notice. If the breach cannot reasonably be cured, or involves unlawful use, security abuse, fraud, or infringement, termination may be immediate where permitted by law.

Agentive may suspend access when reasonably necessary to prevent harm, protect security, comply with law, address unauthorized use, or respond to overdue undisputed payment. Where practicable, Agentive will provide notice and limit the suspension to the affected account, feature, or activity.

Upon expiration or termination: (a) Customer’s right to access the affected Services ends; (b) Customer must stop using the Services and Documentation; (c) accrued payment obligations remain due; and (d) each Party will return or destroy the other Party’s Confidential Information upon request, subject to legal retention, ordinary backups, and Sections 5.8–5.10.

Provisions concerning accrued payment obligations, ownership, confidentiality, data retention, disclaimers, indemnification, limitations of liability, dispute terms, and provisions that by their nature should survive will survive expiration or termination.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

The exclusions and cap in this Section do not apply to: (a) Customer’s payment obligations; (b) a Party’s fraud, willful misconduct, or gross negligence; (c) Customer’s violation of Agentive’s intellectual-property rights; or (d) liability that cannot lawfully be limited. Any additional exceptions stated in an applicable data-processing addendum or Business Associate Agreement apply only to the subject matter of that agreement.

This Agreement is governed by the laws of the state identified in the applicable Order Form, without regard to conflict-of-law rules. If no state is identified, the laws of the State of California govern. Unless the Parties agree to arbitration in an Order Form, the state and federal courts located in Orange County, California will have exclusive jurisdiction, and each Party consents to that jurisdiction and venue.

Operational notices may be delivered through the Platform or to the account email address. Legal notices must be in writing and delivered by nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the address listed in the Order Form or the legal-contact information published on KDERMAI.com. Notice is effective upon confirmed receipt.

Neither Party may assign this Agreement without the other Party’s written consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee assumes the assigning Party’s obligations. Any prohibited assignment is void.

Neither Party is liable for delay or failure caused by events beyond its reasonable control, excluding Customer’s payment obligations. The affected Party will use reasonable efforts to reduce the impact and resume performance.

The Parties are independent contractors. This Agreement does not create an employment, agency, partnership, franchise, fiduciary, or joint-venture relationship.

Except for indemnified parties under Section 10, this Agreement creates no third-party beneficiary rights.

Customer will not access or use the Services in violation of export-control, trade-sanctions, or anti-boycott laws. Customer represents that it is not prohibited from receiving the Services under applicable trade restrictions.

If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. A waiver must be in writing and applies only to the specific instance stated.

Agentive may update this Agreement for future Subscription Terms or to reflect changes in law, security, or the Services. Material changes will be communicated reasonably in advance and will take effect on the stated date. If a change materially reduces Customer’s rights during a committed paid Subscription Term, it will take effect at renewal unless earlier application is required by law or necessary to protect the Services or users.

If documents conflict, the following order controls: (1) a signed Business Associate Agreement or data-processing addendum, solely for its subject matter; (2) a signed Order Form or statement of work; (3) this Agreement; and (4) the Documentation or online policies, unless a document expressly states otherwise.

This Agreement, together with all Order Forms, statements of work, and incorporated addenda, is the complete agreement between the Parties concerning its subject matter and supersedes prior or contemporaneous proposals, discussions, and agreements concerning that subject matter. Purchase-order terms do not modify this Agreement unless Agentive expressly accepts them in a signed writing.

This Agreement and any Order Form may be accepted electronically and signed in counterparts. Electronic records and signatures have the same effect as originals to the extent permitted by law.