Authorized Retailer Terms & Conditions

To protect and promote the Mia Secret brand and its reputation for providing high-quality professional nail care products, De Roblin, a California corporation doing business as Mia Secret (“Mia Secret”) has established these Authorized Retailer Terms & Conditions (the “Terms”), effective immediately, which apply to all authorized retailers of Mia Secret products (each, an “Authorized Retailer,” and collectively, “Authorized Retailers”; the “Products”). By purchasing Products from Mia Secret or from a Mia Secret authorized distributor for retail sale, you (“Retailer”) agree to adhere to the following Terms. Please read these Terms carefully.

 

1.              Purchase Orders. Orders for Products made by Retailer shall be handled pursuant to Mia Secret’s then-current product order, shipment, and return procedures, which may be amended by Mia Secret at any time in its sole and absolute discretion. Mia Secret reserves the right to reject any order, in whole or in part, for any reason. Any additional or different terms proposed by Retailer (including, without limitation, any terms contained in any document incorporated by reference into a purchase order) are rejected and will be deemed a material alteration hereof, unless expressly agreed to in writing by Mia Secret. Mia Secret will not be bound by any “disclaimers,” “click wrap,” or “click to approve” terms or conditions now or hereafter contained in any website used by Retailer in connection with the Products or any sale thereof.

 

2.              Manner of Sale. Retailer shall sell the Products only as set forth herein. Sales in violation of these Terms are strictly prohibited and may result in Mia Secret’s immediate termination of Retailer’s account and authorized status, in addition to all other available remedies. Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites and online marketplaces, shall not be eligible for certain promotions, services, and benefits, including, unless prohibited by law, coverage under Mia Secret’s Product return policies (see Section 3 below). Furthermore, to the fullest extent allowed by law and without limitation of any other disclaimer, MIA SECRET EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO PRODUCTS SOLD BY OR THROUGH UNAUTHORIZED SELLERS OR CHANNELS, AND PRODUCTS SOLD NOT IN COMPLIANCE WITH MIA SECRET’S QUALITY CONTROL PROGRAM OR THESE TERMS. Sales to or via Amazon.com and/or any other third-party marketplace in violation of these Terms will render Retailer an unauthorized retailer, thereby voiding Mia Secret’s product return policies with respect to Products sold by Retailer.

 

a.     Sales to End Users Only; No Diversion. Retailer shall sell Products solely to end users of the Products. Retailer shall not sell to any person or entity a quantity of Products greater than that generally purchased by an individual for personal use, and shall not sell, transfer, or supply Products to any person or entity that Retailer knows, or has reason to know, intends to resell or redistribute the Products.

 

b.     No Export. Retailer shall not sell, ship, or invoice Products to customers outside of the United States, or to anyone Retailer knows or has reason to know intends to ship the Products outside of the United States, without the prior written consent of Mia Secret. Retailer shall take commercially reasonable steps to verify that purchasers of Products in quantities exceeding normal personal-use amounts do not intend to export or transship the Products outside the United States.

 

c.     Authorized Websites; Marketplaces. Retailer is permitted to market for sale and sell the Products through websites owned or operated by Retailer; provided, however, that such websites identify Retailer’s full legal name, mailing address, telephone number, and email address. Mia Secret, in its sole discretion, may revoke Retailer’s authorization to sell the Products on any such website at any time, and Retailer shall cease marketing and selling the Products on such website immediately upon notice of such revocation. Retailer shall not sell the Products on or through any other website or platform, including any third-party marketplace such as Amazon, eBay, Walmart Marketplace, Rakuten, Temu, TikTok Shop, or Facebook Marketplace, without the prior written consent of Mia Secret, which may be granted or withheld solely in Mia Secret’s discretion. No Mia Secret employee or agent can authorize online or marketplace sales through oral statements or by any means other than a written authorization signed by an officer of Mia Secret. For the avoidance of doubt, a separately executed written agreement between Mia Secret and a Retailer or distributor expressly authorizing sales on a specified marketplace or channel (including any exclusive agreement covering Amazon.com) constitutes such prior written consent with respect to the party and channel(s) covered thereby. If Retailer is expressly authorized in writing to sell on a marketplace that offers commingled, “stickerless,” or virtually-tracked fulfillment inventory (including Fulfillment by Amazon), Retailer shall not permit its inventory of Products to be commingled with inventory of any other seller and shall at all times use manufacturer lot-level tracking. Any violation of this requirement shall constitute a material breach of these Terms entitling Mia Secret to immediate termination of Retailer’s authorized status and marketplace authorization, and Retailer shall be liable for any claims, costs, or damages arising from Products fulfilled from commingled inventory.

 

d.     Compliance with Law. Retailer shall comply with all applicable laws, rules, regulations, and policies related to the advertising, marketing, sale, storage, handling, and distribution of the Products, including, without limitation, the U.S. Federal Food, Drug, and Cosmetic Act as amended by the Modernization of Cosmetics Regulation Act of 2022 (“MoCRA”) and applicable state law.

 

3.              Material Product Characteristics. The following features constitute notable and material characteristics of genuine Mia Secret Products (“Genuine Products”) and are inherent to the quality, safety, and authenticity of the Products. Products sold by unauthorized sellers, or outside of Mia Secret’s quality controls, do not carry these characteristics and are therefore materially different from Genuine Products:

 

a.     Product Return Policy. Products are backed by Mia Secret’s Product Return Policy (available in full at [https://miasecret.com/pages/authorized-retailer-return-policy]), which applies only to Products purchased from Mia Secret or an Authorized Retailer. In addition, except as otherwise provided in a separately executed written agreement between Mia Secret and a Retailer or distributor, Mia Secret accepts returns from Authorized Retailers of Products that are damaged or that contain manufacturing defects, provided that: (i) Retailer provides written notice to Mia Secret identifying the affected Products (including lot numbers and quantities) within ten (10) days of Retailer’s receipt of the Products; (ii) the claimed damage or defect is verified by Mia Secret’s inspection of the affected Products or of photographic or other documentation reasonably requested by Mia Secret; and (iii) Retailer obtains a return merchandise authorization (RMA) from Mia Secret prior to returning any Products. Mia Secret shall, at its election, replace verified damaged or defective Products or issue a credit or refund of the purchase price paid by Retailer for such Products; such replacement, credit, or refund shall constitute Retailer’s sole and exclusive remedy and Mia Secret’s entire liability with respect to damaged or defective Products. The foregoing limitation shall not apply to, or limit any rights or remedies under, any separately executed written agreement between Mia Secret and a Retailer or distributor. Return shipping costs for verified damaged or defective Products shall be borne by Mia Secret; all other return shipping costs shall be borne by Retailer. Mia Secret does not accept returns of, and shall have no obligation to repurchase, unsold, slow-moving, or discontinued inventory, or Products damaged after receipt by Retailer or through Retailer’s failure to store or handle Products in accordance with these Terms.

 

b.     Regulatory Compliance. Products are manufactured, labeled, and distributed in compliance with applicable U.S. cosmetics regulatory requirements, including MoCRA. Without limitation: (i) the facilities in which the Products are manufactured or processed are registered with the U.S. Food and Drug Administration (“FDA”) as required by MoCRA; (ii) product listings for the Products have been submitted to FDA as required by MoCRA; (iii) Mia Secret maintains records supporting adequate substantiation of the safety of the Products; (iv) Product labeling includes the contact information through which adverse events may be reported, as required by MoCRA; and (v) Mia Secret maintains processes for the receipt, review, and reporting of adverse events, including the reporting of serious adverse events to FDA within the timelines required by MoCRA.

 

c.     Included Literature; Safety Warnings. Genuine Product packaging and labeling include literature and statements required or appropriate to provide the end consumer with a safe, user-friendly experience, including: (i) directions and instructions for proper use and application; (ii) required safety warnings and cautionary statements appropriate to the Product (including, as applicable, flammability warnings, warnings to avoid contact with skin and eyes, ventilation instructions, “keep out of reach of children” statements, and “for professional use” designations); (iii) ingredient declarations as required by applicable law; and (iv) adverse event reporting contact information as required by MoCRA. Products sold without such literature intact, or with such literature removed, translated, obscured, or altered, are not Genuine Mia Secret Products.

 

d.     Lot Number Traceability. Each Product bears a lot number and/or batch code applied by Mia Secret that enables Mia Secret to trace the Product through the supply chain, verify authenticity and freshness, respond to quality issues and adverse events, and execute recalls quickly and effectively. Lot number traceability is an essential element of Mia Secret’s quality control program. Products on which the lot number or batch code has been removed, defaced, obscured, or altered cannot be traced or supported by Mia Secret, are excluded from Mia Secret’s return policies, and are deemed non-genuine and materially different from genuine Mia Secret Products.

 

e.     Authorized Retailer Quality Controls and Customer Service. Genuine Products are sold through Authorized Retailers who are contractually required to comply with the inspection, storage, handling, recall-cooperation, adverse-event reporting, and customer service requirements set forth in Section 4 below. Products sold by unauthorized sellers are not subject to these quality controls.

 

4.              Product Care & Quality Controls. Retailer shall care for and handle the Products as set forth in this Section 4. These requirements are material terms of Retailer’s authorization.

 

a.     Product Inspection. Retailer shall inspect the Products upon receipt and during storage for damage, defects, broken or missing seals, evidence of tampering, illegible or missing lot numbers or batch codes, and other nonconformance (collectively, “Defects”). Retailer shall also inspect its inventory regularly for expired or soon-to-expire Products and shall remove such Products from its saleable inventory. Retailer shall not sell any Product that is expired or that exhibits any Defect. If any Defects are identified, Retailer must not offer the affected Product for sale and must promptly report the Defects to Mia Secret in writing.

 

b.     Product Storage and Handling. Retailer shall exercise due care in storing and handling the Products, shall store the Products in a cool, dry place, away from direct sunlight, extreme heat or cold, open flame or ignition sources, and dampness, and shall comply with any additional storage and handling guidelines specified by Mia Secret from time to time, including any guidelines applicable to flammable or temperature-sensitive Products such as monomers, gels, and solvent-based products.

 

c.     Recalls, Adverse Events, and Consumer Safety. To ensure the safety and well-being of end users of the Products, Retailer shall cooperate fully with Mia Secret with respect to any Product recall, market withdrawal, safety notice, or other consumer safety information dissemination effort, including by promptly quarantining affected lots identified by lot number and communicating recall information to Retailer’s customers as directed by Mia Secret. Retailer shall forward to Mia Secret any consumer complaint, report of injury, or adverse event associated with any Product within forty-eight (48) hours of Retailer’s receipt thereof, so that Mia Secret can satisfy its adverse event evaluation and reporting obligations under MoCRA.

 

d.     Lot Numbers and Batch Codes. Retailer shall not tamper with, deface, obscure, remove, or otherwise alter any lot number, batch code, expiration date, or other identifying or traceability information on any Product, packaging, or label, and shall not sell any Product on which such information has been tampered with, defaced, obscured, removed, or altered. Retailer shall store and sell Products in a manner that preserves lot-level traceability, and, upon Mia Secret’s request, shall identify the lot numbers of Products in Retailer’s inventory.

 

e.     Alterations & Bundling Prohibited. Retailer shall sell Products only in their original packaging, with all seals and tamper-evident features intact. Retailer shall not sell or label the Products as “used,” “open box,” or with any similar descriptor. Relabeling, repackaging (including the separation of bundled products or the bundling of products), misbranding, adulterating, and other alterations are prohibited. Retailer shall not remove or destroy any copyright notices, trademarks, or other proprietary markings on the Products, documentation, or other materials related to the Products. Removing, translating, or modifying the contents of any label or literature accompanying the Products is prohibited. Retailer shall not advertise, market, display, or demonstrate non-Mia Secret products together with the Products in a manner that would create the impression that such non-Mia Secret products are made by, endorsed by, or associated with Mia Secret.

 

f.      Customer Service & Product Representations. Retailer and Retailer’s sales personnel shall familiarize themselves with the features of all Products marketed for sale and must obtain sufficient Product knowledge to advise end-user customers on the selection and safe use of the Products, as well as any applicable return policy. Retailer must make itself available to respond to customer questions and concerns both before and after sale of the Products and shall endeavor to respond to customer inquiries promptly. Retailer and Retailer’s agents must represent the Products accurately and in a professional manner and shall refrain from any conduct that is or could be detrimental to the reputation of Mia Secret. Retailer agrees to cooperate fully with Mia Secret in any investigation or evaluation of such matters.

 

g.     Records, Traceability, and Audit. Retailer shall maintain complete and accurate records of its purchases and sales of Products, including quantities, dates, lot numbers where reasonably available, and, for any sale other than a retail sale to an individual end user, the identity of the purchaser, for a period of at least two (2) years. Upon Mia Secret’s written request, Retailer shall promptly disclose to Mia Secret the source(s) from which Retailer acquired any Products and shall make such records available for inspection and audit by Mia Secret or its designee during normal business hours upon not less than five (5) business days’ prior written notice, no more than twice per calendar year absent good cause. Retailer shall cooperate with Mia Secret and its brand protection representatives in identifying and addressing unauthorized sellers of Products, including on online marketplaces.

 

5.              Intellectual Property. Mia Secret (and/or its affiliates) owns all proprietary rights in and to the Mia Secret brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease automatically upon termination of Retailer’s status as an Authorized Retailer, and except as otherwise provided in a separately executed written agreement between Mia Secret and Retailer (including any post-termination sell-through rights thereunder), within five (5) business days following such termination, Retailer shall remove all uses of the IP from Retailer’s websites, social media accounts, and online listings, and shall destroy or return to Mia Secret all physical marketing materials bearing the IP. Mia Secret reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the IP at any time, without limitation. All goodwill arising from Retailer’s use of the IP shall inure solely to the benefit of Mia Secret. Except as specifically set forth herein, Mia Secret (and/or its affiliates) reserves all right, title, and interest in and to the IP.

 

6.              Termination. Mia Secret may terminate these Terms and Retailer’s authorized status at any time, with or without cause, upon written notice to Retailer. If Retailer violates any of these Terms, Mia Secret reserves the right to terminate these Terms and Retailer’s authorized status immediately, without prior notice, in addition to all other available remedies. Upon termination, Retailer will immediately lose its status as an Authorized Retailer and shall immediately cease: (i) purchasing and selling the Products (except that Mia Secret may, in its sole discretion, authorize in writing a limited sell-through of Retailer’s remaining conforming inventory on such terms as Mia Secret may specify; if Mia Secret does not authorize a sell-through, Retailer shall, at Mia Secret’s election, return all remaining Products to Mia Secret at Retailer’s expense or destroy them and provide Mia Secret with a written certification of destruction within fifteen (15) days); (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer or has any affiliation with Mia Secret; and (iii) using any IP. Notwithstanding anything in this Section 6 to the contrary, where Retailer’s purchase and sale of Products is governed by a separately executed written agreement between Mia Secret and Retailer, the term and termination of such party’s authorization, and the parties’ post-termination rights and obligations (including any sell-through, inventory disposition, or return rights), shall be governed exclusively by such agreement.

 

7.              Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of these Terms, it is agreed and understood that Mia Secret will have no adequate remedy in money or other damages at law, and Retailer shall not oppose any application for equitable relief on the ground that Mia Secret has an adequate remedy at law. Accordingly, Mia Secret shall be entitled to seek injunctive relief and other equitable remedies without the necessity of proving actual damages or posting a bond or other security; provided, however, no specification in these Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of these Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Mia Secret to exercise any right(s) herein shall constitute a waiver of any provision herein.

 

8.              Governing Law; Venue. These Terms and any dispute arising out of or relating to these Terms or the Products shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party irrevocably submits to the jurisdiction and venue of such courts. In any action or proceeding to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party. Notwithstanding the foregoing, if a separately executed written agreement between Mia Secret and a Retailer or distributor contains a dispute resolution, arbitration, governing law, or venue provision, such provision shall exclusively govern disputes between Mia Secret and such party arising within its scope.

 

9.              Relationship to Other Agreements. In the event of any conflict between these Terms and the terms of a separately negotiated written agreement executed by Mia Secret and a Retailer or distributor (including any exclusive distribution or marketplace agreement), the terms of such separately executed agreement shall control as between Mia Secret and that party with respect to the subject matter thereof. Nothing in these Terms shall be construed to grant, or to imply the grant of, any authorization to sell on Amazon.com or any other channel that Mia Secret has exclusively allocated by separate written agreement.

 

10.           Miscellaneous. Mia Secret reserves the right to update, amend, or modify these Terms upon written notice to Retailer or by posting the amended Terms on Mia Secret’s website and sending notice of such posting to Retailer’s email address on file with Mia Secret. Unless otherwise provided, such amendments will take effect immediately, and Retailer’s continued purchase, use, advertising, offering for sale, or sale of the Products, use of the IP, or use of any other information or materials provided by Mia Secret to Retailer under these Terms following notice will be deemed Retailer’s acceptance of the amendments. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision hereof, nor shall it constitute a course of dealing, and no waiver shall be effective unless made in writing. If any provision of these Terms is held contrary to law, the remaining provisions shall remain valid and in full force and effect. Nothing in these Terms shall be construed to create any agency, partnership, joint venture, or employment relationship between Mia Secret and Retailer; Retailer is an independent contractor and has no authority to bind Mia Secret in any respect. The following provisions shall survive the termination of these Terms: Sections 2 (with respect to Products remaining in Retailer’s possession), 3, 4(c) (with respect to Products sold by or remaining in the possession of Retailer), 4(d) (with respect to Products remaining in Retailer’s possession), 4(e) (with respect to Products remaining in Retailer’s possession), 4(g), 5, 7, 8, 9, and 10.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE PARTIES’ ACTIONS IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT HEREOF.