CONFIDENTIAL diVaTM Rewards Co-Op Terms and Conditions - United States & Canada

Qualifications

Silver, Gold and Platinum Award Level Members are eligible to participate in the diVa Rewards Co-Op Program. (The Terms and Conditions of the diVa Rewards Co-Op Program can be found on the Sciton website at www.sciton.com.). Customers are eligible to participate in Co-Op each quarter in which they have an active membership status of Silver, Gold or Platinum and comply with the terms and conditions herein. If a Customer’s diVa Rewards Co-Op Program status has lapsed, Customer is not eligible to participate in Co-Op. Additionally, Customer must complete a W9 or have a W9 on file before he/she can be eligible for participation in the Co-Op program.

Customer must meet or exceed the Quarterly Marketing Expenditure for the quarter for which it is requesting Co-Op reimbursement. Quarters are defined as three month calendar periods commencing January 1 of each year. The minimum Quarterly Marketing Expenditure is one thousand dollars ($1,000) to qualify for participation and the rewards program provides a tiered, percentage rebate based on purchases of devices, and companion products quarterly. At the end of each calendar year, Sciton will give each participating customer a year-end report that would include a summary of the total rewards earned for that year, the quarterly rewards earned for that year, and an explanation of the rebate program tier for which the customer qualified each quarter. This rewards program is proprietary to Sciton and strictly confidential, and neither this document, nor the content thereof (in whole, part, or by way of summary) is to be shared or otherwise disseminated to third parties to the program unless mandated by law. To the extent that your state, federal, or local statutes require you to report payments received pursuant to this program, buyer assumes all related obligations and liability in that regard.

Customers must comply with Sciton’s diVa Pricing Policy, including the Minimum Advertised Price Policy, which may be found at scitonpro.com

Qualifying Promotional Activities

As used herein, a Qualifying Promotional Activity (“QPA”) is an advertisement or external marketing campaign whose sole purpose is the promotion of Sciton products and services (“Products”), and specifically does not promote any other product or services and does not include any brand, logo or name other than those belonging to Sciton, including Sciton’s Trademarks, Sciton®, and Customer’s name or practice. Customers may create their own advertisement, but Qualifying Promotional Activities must adhere to the Sciton® brand guidelines, which are available at scitonpro.com. Ads must include the diVaTM logos. All copy, graphic, and other representations made in conjunction with this reward program must be on-label and comply with FDA-clearance requirements and restrictions. Any off-label representations are not endorsed or reimbursed under this reward program.

An “external” QPA includes radio advertisements, newspaper and magazine advertisements, television commercials, billboards, web banners, direct mail campaigns (including postage and purchased lists) as well as e-blasts. Sciton will not consider microsites to be a QPA. Search engine optimization (SEO) and paid search terms (such as Google AdWordsTM) will only be considered if the ad links to a Sciton-approved microsite. If a URL is used in the advertisement, it must be the URL from a Sciton-approved microsite. Other non-approved URLs, including URLs from the website of the practice, are not permitted. Advertisements localized to Customer’s business including, but not limited to: office stationary, staff uniforms, shopping totes, wall decoration, coffee or beer mugs, t-shirts given to patients, in-office videos or posters, etc. do not qualify as QPA’s for purposes of this program. Additionally, collective buying or discounting programs (e.g., GrouponTM, Living SocialTM, BloomspotTM, GiltTM, and similar) are strongly discouraged and are ineligible. QPA’s are restricted to promotions in the United States and Canada.

QPA’s must be pre-authorized by Sciton to qualify. Customers shall provide Sciton with a draft proposal of an advertisement as well as a cost estimate to be associated with each QPA for written approval prior to publication date and each QPA must approved in writing by Sciton to be eligible as a QPA. Customer will submit a draft proposal of each advertisement for review and approval to diVaCoOp@sciton.com. For radio and TV placements, Sciton will review scripts and or storyboards before recording. Customers should allow at least seven (7) business days for review and response from Sciton. Submissions are required to be received and approved by Sciton by the end of the quarter for which Customer is seeking co-op program participation. Customer must submit QPA’s for pre-authorization every quarter, even if the QPA remains the same as a previous quarter.

QPA’s must run during the calendar quarter that the Customer is eligible for one of the participation levels. Long- term advertisements, such as billboards, cannot be prorated if the advertisement runs outside of quarter dates. For magazines, the cover date will be used to determine eligibility.

Co-Op Expenditure Payment

Customer has no later than thirty (30) days following the end of the calendar quarter for which they are seeking Co- Op payment to provide Sciton (i) copies of all Qualifying Promotions run during the calendar quarter and (ii) copies of the paid invoices for each QPA. Acceptable documentation of QPA’s include: video file of script for a television advertisement, tear sheet for a print ad, mp3 or 4 or similar notarized script for radio advertisement, a photograph of the existing billboard in place. Sciton retains the right to determine what constitutes sufficient proof of a QPA. Submissions for payment shall be emailed to diVaCoOp@sciton.com , faxed to 650-493-9146, or mailed to Sciton, Attn: diVa Co-op Rewards, 925 Commercial St, Palo Alto, CA 94303.

Customers are eligible for payment equal to fifty percent (50%) of satisfactory QPA costs that exceed one thousand dollars ($1,000), with a maximum reimbursement of six thousand dollars ($6,000) for Platinum Level Members; or four thousand dollars ($4,000) for Gold Level Members; or two thousand dollars; ($2,000) for Silver Level Members. Silver members must purchase 40 SQD’s quarterly, Gold members must purchase 60 SQDs quarterly, and Platinum members must purchase 80 SQDs quarterly. Payment shall be issued in the form of a check in US dollars, or by bank ACH, provided, however that no outstanding payments are past due Sciton, in which case the payment amount will be applied as a credit to Customer’s account. Sciton will strive to reimburse Customer within forty-five (45) days of receipt of all necessary documentation.

Terms

Customer shall only use the materials to advertise and promote Sciton Products; Customer shall not advertise or promote Sciton Products for any use, application, or indication other than the intended uses described in the then- current FDA 510(k) clearances for Sciton’s products listed at scitonpro.com. See page 3.

Customer has authorization to use Sciton marks only in promotion and delivery of services utilizing Sciton Products, and in accordance with any guidelines provided by Sciton to the Customer. Customer acknowledges that Sciton retains exclusive ownership of the Sciton marks and that their use inures solely to Sciton’s benefit. Customer agrees not to misuse any Sciton mark, and shall not debrand, rebrand or private label any Sciton product or service.

Under no circumstances will Sciton be liable for any wrongful act, negligent act, false advertising claims, Consumer Protection Act claims, misuse of images, mischaracterizations, omissions, or misstatements made in the advertising campaigns utilized by Customer to market his/her diVa product.  Customer agrees to indemnify, defend, and hold harmless Sciton, its representatives, employees, agents, affiliates, subsidiaries, successors, assigns, and beneficiaries from and against any and all claims, demands, losses, costs, expenses, and liabilities – whether advanced by a party, a party’s agent, or a third-party to the Rewards Program and whether sounding in negligence or otherwise—arising from any such conduct by Customer.  

Sciton reserves the continuous right to revise, modify and or discontinue the diVa Co-Op Program at any time.

This Program will be governed by the laws of the State of California. The California state courts of Santa Clara County, California (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California) will have exclusive jurisdiction and venue over any dispute arising out of this Program, and Customer hereby consents to the jurisdiction of such courts.

FDA Clearances

The Joule 2940 nm fractional delivery system has been FDA cleared for skin resurfacing, and ablation and coagulation of soft tissue; the Joule 1470 nm fractional delivery system has been FDA cleared for skin resurfacing and coagulation of soft tissue.

Suggested Minimum Advertised Price (MAP)

Each diVa customer is free to establish the price they charge per procedure using the diVa system. For purposes of guidance, Sciton suggests minimum procedure pricing as follows: $999 for single procedure and $2400 for a package of 3 treatments. Additional minimum advertised pricing suggestions will be implemented as indications for use of the diVa technology are expanded. This suggested MAP may adjust based on market conditions.

This suggested MAP applies to all advertisements of diVa treatments that are made in person, over the phone and in all forms of media, including and without limitation: flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, internet, or similar electronic media, television, radio and public signage. Based on this suggested MAP, customers are eligible for a $300 prebate discount on each purchased SQD during the period of their compliance (resulting in a net price of $249 per SQD). These policies and any customer’s eligibility for the prebate discount are determined at the sole discretion of Sciton and subject to change.

Failure to follow this suggested MAP will result in the customer (i) forfeiting all or a portion of the prebate discount, (ii) being removed from the Sciton/diVa physician locator, and/or (iii) forfeiting Co-Op eligibility. Sciton reserves the right to increase the price per unit of each SQD to customers who do not follow the suggested MAP based on potential adverse impact that such conduct may have on the diVa brand in the market.

Sciton reserves the right to at any time modify, suspend, or discontinue the pricing prebate in whole or in part, or to designate promotional periods during which the terms change or designate periods of time during which the pricing prebate is not applicable.

This suggested MAP assures no shortage of SQDs, that the brand diVa is protected and remains available to the market share that demands this elite procedure, and that SQDs are not reused due to emergent shortages which customers might be tempted to engage in if the price is low and the demand is high.

Sciton does not guarantee any return on investment and is not liable for any type of consequential damages related to offerings under this program.