DISCLAIMER:
RevitaLash ® Eyelash Conditioner is not intended to stop, prevent, cure, treat, relieve, alter, reverse or reduce eyelash loss or to promote the growth of eyelashes.

RevitaLash ® Eyelash Conditioner STANDARD TERMS AND CONDITIONS OF SALE FOR END USER PURCHASERS

The Purchaser agrees to be bound by the following terms in connection with the purchase of RevitaLash ® Eyelash Conditioner from Seller:

1. ACCEPTANCE. Purchaser has read and understands these Terms and Conditions and agrees that Seller’s and Purchaser’s written signature on the Sales Order or order confirmation shall constitute their acceptance of the Terms and Conditions set forth herein. Any terms and conditions, and/or provisions of Purchaser’s purchase order or other written form which is, in any way, inconsistent with or in addition to these Terms and Conditions shall not be applicable herein or binding upon Seller, and in no event shall any such inconsistent term and/or condition of Purchaser’s order, whether by acknowledgment or otherwise, become a part of these Terms and Conditions.

2. VALIDITY OF QUOTATION. Prices quoted by Seller are valid for thirty (30) days from date of proposal and must be accepted in writing within this time period.

3. TAXES EXCLUDED. Seller’s price does not include taxes or assessments of any government or subdivision thereof, including without limitation, any local, state or federal, sales, revenue, excise, use or other tax or fee applicable to the purchase, sale, resale or use of RevitaLash ® Eyelash Conditioner. Purchaser agrees to pay any and all such taxes and assessments, and to reimburse Seller for any and all such taxes or assessments, that Seller is required to pay.

4. PAYMENTS. All payments shall be made in U.S. Dollars. Unless otherwise specified in writing, Seller’s standard payment terms are all cash, payment in full upon acceptance of Order and Prior to Shipment by Seller. If RevitaLash ® Eyelash Conditioner is not paid for in full, Seller retains a security interest in RevitaLash ® Eyelash Conditioner and shall have all rights of a secured party thereon pursuant to the provisions of the applicable Uniform Commercial Code. Purchaser shall, upon request of Seller, execute a Security Agreement, Financing Statement or other document as required by Applicable Uniform Commercial Code, and Seller shall have the right to require receipt of such executed a Security Agreement, Financing Statement or other document as required by Applicable Uniform Commercial Code, prior to shipment of RevitaLash™. In furtherance of the foregoing, an irrevocable power, coupled with an interest, is hereby granted and reserved unto Seller to execute such Security Agreement, Financing Statement or other document on Purchaser’s behalf and stead.

5. TERMS OF DELIVERY. FOB Portland, Oregon for domestic shipments and EXWORKS Portland, Oregon for International shipments.

7. DAMAGE OR SHORTAGE. A claim relating to the shipment or packaging of RevitaLash ® Eyelash Conditioner must be made within fifteen (15) days of receipt of RevitaLash ® Eyelash Conditioner by Purchaser at Shipper’s destination point, or the claim relating to shipment or packaging is waived and released by Purchaser.

8. SET-OFF. Purchaser shall not, at any time, be entitled to set off any amount whatsoever owing at any time from Seller to Purchaser against any amount payable by Purchaser to Seller.

9. MARKETING. Purchaser is not authorized to resell any RevitaLash ® Eyelash Conditioner purchased under these Terms and Conditions.

10. SHIPMENT AND DELIVERY. Delivery shall be arranged by Seller and shall be at the sole cost and expense of Purchaser. Shipping dates and/or delivery dates are quoted based on conditions prevailing on the date of the quotations. The time of delivery shall be deemed to have been complied with when the RevitaLash ® Eyelash Conditioner product has been shipped or delivered into the custody of the common carrier before expiration of the time of delivery. Seller need not ship or deliver as quoted if Purchaser has not met its payment or other contractual obligations.

11. FORCE MAJEURE. Purchaser agrees that Seller is excused from performance and shall not be liable for delays due to causes beyond its reasonable control or due to acts of Purchaser, acts of God, changes in local, state or federal laws or regulations, fires, strikes, floods, epidemics, quarantine restrictions, riot or other civil unrest, war, acts of violence, freight embargoes, delays in transportation, etc., or its inability to obtain labor, materials or manufacturing facilities despite reasonable commercial efforts (collectively, “Force Majeure Events”).

12. PASSAGE OF TITLE. Title passes upon delivery to common carrier or payment in full to Seller, whichever occurs last. The title and right of possession to the RevitaLash ® Eyelash Conditioner project remains with Seller until the full contract price (including, if any, deferred payments, payment on notes or renewals thereof and any interest charges) has been paid to Seller. Purchaser agrees to perform all acts necessary to protect and maintain this title and right. Passage or non-passage of title shall not affect risk of loss.

13. RISK OF LOSS. Risk of loss or damage to RevitaLash ® Eyelash Conditioner is that of Purchaser from the time that the RevitaLash ® Eyelash Conditioner is delivered to a common carrier, during all transportation and subsequent delivery to Purchaser, regardless of whether title has passed to Purchaser.

14. LIMITED WARRANTY OF QUALITY. THE SELLER WARRANTS THAT THE REVITALASH™ PRODUCT WHICH IT SELLS TO THE PURCHASER SHALL BE UNADULTERATED AND FREE FROM CONTAMINATION ON DATE OF SALE BY SELLER FOR A PERIOD OF 60 DAYS FROM THE ORIGINAL DATE OF PURCHASE AND THIS WARRANTY EXTENDS TO THE ORIGINAL PURCHASER ONLY. IN THE EVENT THAT ANY REVITALASH™ SHALL FAIL TO BE UNADULTERATED AND FREE FROM CONTAMINATION DURING THE WARRANTY PERIOD, THE SELLER SHALL REPLACE THE SAME WITHOUT COST TO THE ORIGINAL PURCHASER OR REFUND THE PURCHASE PRICE. Upon discovery of any defect or nonconformity, Purchaser should return the RevitaLash ® Eyelash Conditioner product(s) (in the original packing materials, if available), together with a copy of the original purchase receipt and a description of the problem to: Customer Service Department, Athena Cosmetics, Inc., 5135 Camino A1 Norte, Suite 250, North Las Vegas, Nevada 89031. If Purchaser sends RevitaLash ® Eyelash Conditioner by U.S. mail, Seller recommends that Purchase send the product return receipt requested. Seller accepts no liability for products lost or misplaced in shipment. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE SHALL BE IN EFFECT FOR A PERIOD OF 60 DAYS FROM THE ORIGINAL DATE OF PURCHASE. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. THE REFUND OF PURCHASE PRICE (LESS SHIPPING AND HANDLING) OR REPLACEMENT, AT THE OPTION OF PURCHASER, IS THE ONLY REMEDY AVAILABLE TO ANY PERSON OR ENTITY FOR BREACH OF LIMITED WARRANTY BY SELLER. Purchaser acknowledges and agrees that Seller does not warrant against (i) damage to property resulting from the failure of RevitaLash ® Eyelash Conditioner to provide a desired or presumed result, or from any other cause; (ii) damage caused by use of RevitaLash ® Eyelash Conditioner for purposes other than lash conditioning; (iii) damage caused by abuse, accident, modifications or use with other products; (iv) damage during shipment; or (v) any other abuse or misuse by Purchaser or others. This warranty gives you specific legal rights, and you may also have other rights which vary from State to State. Purchaser has the right to bring an action at law or in equity to resolve disputes concerning or to enforce the provisions of this Warranty.

15. LIMITATION OF ALL REMEDIES. In no event will Seller be liable for any special, incidental or consequential damages (OTHER THAN FOR INJURY TO PERSON) based on breach of warranty, breach of contract, negligence, strict tort or any other legal theory. Damages that Seller will not be responsible for include, but are not limited to: loss of profits; loss of savings or revenue; loss of use of the PRODUCT or any associated equipment; cost of capital; cost of any substitute equipment, facilities or services; downtime; the claims of third parties; injury to property; interruption of business; damages due to delays; costs resulting from the incorporation of the defective RevitaLash ® Eyelash Conditioner into other products; defect investigations; lost revenue; business goodwill; extra work; and punitive damages, even if Seller has been advised of the possibility of such damages. Purchaser expressly agrees that Seller’s sole maximum liability for damages for any cause whatsoever shall be limited to the purchase price of REVITALASH™, and when Purchaser accepts RevitaLash ® Eyelash Conditioner under THESE TERMS and Conditions, Purchaser is precluded from seeking any other damages against Seller. Purchaser assumes all risk and liability for loss, damage, injury to property of Purchaser or Purchaser’s customers or third parties arising out of the use of RevitaLash ® Eyelash Conditioner sold under these Terms and Conditions. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

16. ALLOCATION OF RISKS. These Terms and Conditions allocate the risks of RevitaLash ® Eyelash Conditioner product failure or deficiency between Seller and Purchaser. This allocation is recognized by both parties and is reflected in the price of the RevitaLash ® Eyelash Conditioner. Purchaser acknowledges that it has read these Terms and Conditions, including Paragraphs 13 and 14, and understands them and is bound by their terms.

17. INDEMNIFICATION. Purchaser agrees to indemnify, defend and hold harmless Seller, and its officers, directors, shareholders, employees, agents and representatives (collectively, "Indemnitee"), from any and all actions, claims, demands, loss, costs, expenses, obligations, liabilities, damages, including incidental and consequential damages, recoveries, settlements and deficiencies, including interest, penalties, attorney fees, accounting fees and expert witness fees incurred by Indemnitee, known or unknown, contingent or otherwise, directly or indirectly related to or arising out of or in connection with any of the following: (i) Purchaser's breach of any of the Terms and Conditions contained herein, (ii) Purchaser's violation of any law or the rights of a third party, (iii) personal injury of any person relating to or arising out of the use of the RevitaLash ® Eyelash Conditioner product, or (iv) any claim, loss or damage otherwise arising from or related to these Terms and Conditions or the use of the RevitaLash ® Eyelash Conditioner product.

18. INTEREST. If Purchaser does not make payments when due, it shall without formal notice be liable to pay interest on overdue amounts from the due date, at a rate of one and one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is less.

19. RETURN OR CANCELLATION. Accepted orders for RevitaLash ® Eyelash Conditioner product cannot be cancelled by Purchaser. RevitaLash ® Eyelash Conditioner product cannot be returned by Purchaser to Seller, unless the RevitaLash™ product is defective or damaged.

20. NO REPRESENTATIONS. No claims or warranties shall be made to any third party with respect to RevitaLash ® Eyelash Conditioner by any person or entity which purchases RevitaLash ® Eyelash Conditioner for resale.

21. ARBITRATION. Any controversy or claim arising out of or relating to these Terms and Conditions, or relating to or concerning the RevitaLash ® Eyelash Conditioner product, shall be submitted to final and binding arbitration by an arbitrator appointed by the American Arbitration Association, in accordance with the rules, then existing of the American Arbitration Association. Arbitration is to be conducted in Ventura County, California before an arbitrator who is a retired judicial officer. The decision rendered shall be final and binding upon the parties hereto without right to appeal to the courts. The award rendered by the arbitration shall be final, and judgment thereon may be entered in any court having jurisdiction thereof.

22. ENTIRE TERMS AND CONDITIONS. These Terms and Conditions and the Sales Order or other quotations and order confirmations of Seller under which they have been declared applicable supersede all prior and contemporaneous communications, understandings and Terms and Conditions of Purchaser and Seller.

23. MODIFICATION. These Terms and Conditions may not be modified or amended in any way unless such modification or amendment is in writing and signed by an authorized officer of each Seller and Purchaser.

24. SEVERABILITY. If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid under any applicable law, the portion deemed to be invalid will be deemed omitted, and the remainder of these terms and conditions shall remain enforceable.

25. GOVERNING LAW; JURISDICTION; VENUE. The contract for the sale of the Contract Commodity is entered into in Clark County, Nevada and shall in all respects be construed and governed by the laws of the State of Nevada. By transmittal and acceptance of purchase order, Purchaser and Seller agree and accept that any legal action or proceeding with respect to these Terms and Conditions shall be brought in the state courts for the State of Nevada, County of Clark or in the U.S. District Court, District of Nevada, and the parties expressly waive any objection to personal jurisdiction, venue or forum non conveniens. The parties further agree that this contract, and the rights and obligations of the parties under this contract, shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period, as amended.

26. NO IMPLIED WAIVER. The failure of either party at any time to require performance by the other party of any provision of these Terms and Conditions shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of these Terms and Conditions constitute a waiver of any succeeding breach of the same or any other provision.

27. INVOICES. Seller may submit invoices to Purchaser by electronic communication, including, but not limited to, use of the internet, email and facsimile.

28. RELATIONSHIP OF PARTIES. Seller and Purchaser are independent contracting parties and nothing in these Terms and Conditions shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

29. FURTHER ASSURANCES. The parties agree to execute any further Terms and Conditions, and provide any requested assurance reasonably necessary for the parties to effectuate the purpose of these Terms and Conditions.

30. COSMETIC. Purchase acknowledges that RevitaLash ® Eyelash Conditioner is marketed as a cosmetic under the Federal Food, Drug, and Cosmetic Act , 21 U.S.C. 301 et seq., and comparable State laws. RevitaLash ® Eyelash Conditioner is intended only to promote the attractiveness, enhance the beauty, and improve the appearances of eyelashes. All claims for the product shall be limited to these intended uses.

31. WARNINGS. Purchaser agrees to read and follow all directions, warnings, and precautions for RevitaLash ® Eyelash Conditioner. Purchase must consult Purchaser’s own physician or health care provider about Purchaser’s own medical and health questions.