Ortho Reseller Terms and Conditions

Effective Date: August 22, 2025

Welcome to the Ortho Molecular Products Reseller Platform. These Ortho Reseller Terms and Conditions (“Terms”) are entered into by and between Ortho Molecular Products, Inc., a Wisconsin corporation (“Ortho,” “we,” “us,” or “our”), and the individual or entity to whom the applicable Ortho Molecular Products account is registered (“you,” or “your”).

1. Scope and Agreement to be Bound

These Terms govern your access to and use of the Ortho Molecular Products Practitioner Platform e-commerce platform available at orthomolecularproducts.com (the “Platform”), as well as all orders for Products placed through any other method.

BY CLICKING TO ACCEPT THIS AGREEMENT, ACCESSING OR USING THE PLATFORM, OR BY PLACING ANY ORDER FOR PRODUCTS WITH ORTHO THROUGH ANY METHOD, YOU: (I) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY; AND (II) REPRESENT AND WARRANT THAT THE INDIVIDUAL ASSENTING ON YOUR BEHALF HAS THE FULL LEGAL AUTHORITY TO BIND YOU TO THESE TERMS. EACH SUCH ACTION CONSTITUTES YOUR ELECTRONIC SIGNATURE AND HAS THE SAME LEGAL FORCE AND EFFECT AS A HANDWRITTEN SIGNATURE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM OR PLACE ORDERS FOR PRODUCTS.

These Terms expressly incorporate by reference all policies, guidelines, and other terms and conditions (collectively, “Policies”) posted at or accessible via the Platform, as they may be updated from time to time, including but not limited to our Authorized Resale Policy, and our Privacy Policy. You acknowledge that these Policies are an integral part of these Terms and agree to be bound by them. You further acknowledge that it is your responsibility to review these Policies periodically to be aware of any updates. In the event of a conflict between these Terms and any other policy, agreement or document, the terms of these Terms shall prevail.

Ortho reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms at any time by providing notice to you. Your continued use of the Platform or purchase of Products following such notice will mean you accept and agree to the changes. 2. Definitions

“Authorized Resale Policy” means the then-current Ortho Molecular Products, Inc. Authorized Resale Policy for the United States, which is available at https://www.orthomolecularproducts.com/authorized-resale-policy and which may be amended by Ortho from time to time.

“Confidential Information” includes, without limitation, all of Ortho’s non-public business information, trade secrets, product formulations, ingredient combinations, manufacturing methods (“Proprietary Formulations”), marketing strategies, pricing information, and the terms of these Terms.

“End User” means the individual purchaser of the Products who (a) is the ultimate consumer of the Products; and (b) does not intend to resell the Products to any third party.

“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks, service marks, trade names, logos, and other similar designations of source (“Trademarks”); (c) internet domain names, web addresses, and URLs; (d) works of authorship, expressions, and designs, whether or not copyrightable, including copyrights, software, code, data, databases, and other specifications and documentation; (e) trade secrets; and (f) all other equivalent legal rights and protections, whether registered or unregistered, and including all registrations, applications, renewals, or extensions thereof.

“Law” means any federal, state, local or foreign law, statute, code, ordinance, regulation, rule, constitution, treaty, common law, or any rule, order, policy, or regulation of any governmental authority.

“Products” means those items manufactured by or for Ortho that are listed as available for purchase on the Platform at the time of your order, regardless of the sales channel through which such an order is placed (e.g., via the Platform, phone, email, or fax). This definition includes, without limitation, any such items that Ortho manufactures or supplies to you on a private label basis.

“Representatives” means a party’s affiliates, parent companies, subsidiaries, employees, officers, directors, agents, attorneys, and permitted assigns.

3. Your Relationship with Ortho

Ortho hereby appoints you, and you accept the appointment, to act as a non-exclusive reseller of Products to End Users during the Term and in accordance with the provisions of this Agreement.

The relationship between Ortho and you is solely that of vendor and vendee. Nothing in these Terms creates any agency, joint venture, partnership, employment, or fiduciary relationship. You are an independent contractor and have no authority to assume or create any obligations on behalf of Ortho. The Parties acknowledge that these Terms are not a franchise or business opportunity agreement. If any provision is deemed to create such a relationship, Ortho shall have the sole discretion to immediately terminate these Terms.

4. Your Account and Responsibilities

Qualifications. To be eligible for, create, and maintain an account on the Platform, you must satisfy one of the following two qualifications at all times during the Term. You represent, warrant, and covenant that: (i) you are an individual healthcare practitioner who is duly licensed, in good standing, and otherwise qualified under all applicable Laws and professional standards to recommend and sell the Products; or (ii) you are a business entity that designates a healthcare practitioner who satisfies the requirements of subsection (a) (the “Designated Practitioner”) to act as your authorized agent. You further represent that any Designated Practitioner is vested with, and you shall ensure they continuously maintain, the full authority to act on your behalf in all matters concerning clinical judgment and professional responsibility required under these Terms.

Clinical Responsibility. You acknowledge and agree that you are solely and exclusively responsible for all professional judgments, advice, and clinical services rendered in connection with the Products. In providing such services, you shall ensure that all your activities adhere to the prevailing professional standards of care and comply fully with all applicable Laws and regulations, including, without limitation, those relating to export controls, trade sanctions, and economic embargoes, as well as all Ortho policies incorporated by reference into these Terms. Any reference herein to an obligation or liability of “You” related to the exercise of professional or clinical judgment shall also be understood to be fulfilled by your Designated Practitioner, as applicable. You shall remain fully and vicariously liable for all acts and omissions of your Designated Practitioner acting in such capacity.

Verification and Notification. Upon Ortho’s request, you shall promptly furnish documentation sufficient to verify the existence and bona fide nature of the qualifications and authorization required under this section. You shall provide Ortho with immediate written notification of any event that causes you to be in breach of your covenants under this section, including, without limitation, any lapse in licensure, qualifying status, or failure to engage a Designated Practitioner. The failure to maintain compliance with this section, including the failure to provide immediate notice or satisfactory verification upon request, shall constitute a material breach of these Terms.

Account Security. You are responsible for maintaining the confidentiality of your account information and password and for all activity that occurs under your account. You shall not use the account or password of any other individual. Ortho shall be entitled accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password online, by email or by phone, or through a third-party service, if any, through which you access the Platform. You agree to notify Ortho immediately of any unauthorized use of your account. Ortho is not liable for any loss or damage arising from your failure to comply with these obligations.

Audit Rights. Upon reasonable prior notice and during regular business hours, Ortho or its designated Representatives may audit your compliance with these Terms and the Authorized Resale Policy. You agree to cooperate fully with any such audit and to retain and make available relevant records for a period of at least two (2) years from the date of any transaction.

Prohibited Acts. You shall, in good faith and at your own expense, comply strictly with the Authorized Resale Policy and observe all directions and instructions given by Ortho in relation to the marketing, advertisement, and promotion of the Products. For avoidance of doubt, this requirement shall not include any policy identified by Ortho as a “unilateral” policy, including, but not limited to any Ortho policy applicable to you regarding advertised or resale price. In furtherance of and in addition to these obligations, you agree to adhere to the specific prohibitions set forth below.

A. General Conduct and Sales Practices. Neither you nor your Representatives shall: (i) engage in any illegal, fraudulent, malicious, negligent, unfair, competitive, misleading, or deceptive practices, including product disparagement or “bait-and-switch” practices; (ii) sell, divert, or transfer Products to any person or entity when you know or have reason to suspect that the person or entity may resell the Products; (iii) sell Products in any manner that violates the Authorized Resale Policy or sell Products through any online platform except as expressly and specifically permitted by the Authorized Resale Policy; (iv) submit any claims for reimbursement for Products to any third-party payor, including any federal, state, or commercial insurance program or provider, or count the amount paid for Products toward any insurance deductible or out-of-pocket spending requirement; or (v) engage in any conduct that may bring Ortho into disrepute or endanger the business, goodwill, or safety of Ortho or any third party.

B. Product and Claims Integrity. Neither you nor your Representatives shall: (i) complete any sale of Products in quantities or unit volumes inappropriate for an End User’s individual use; (ii) make any representations, warranties, guarantees, indemnities, or similar claims regarding the Products that are not explicitly stated on the Product’s label or in official Ortho documentation, or that are inconsistent therewith; (iii) make any claims regarding the use of Products that do not appear on the applicable Product’s label, including any claims that Products diagnose, treat, cure, or prevent any specific disease or condition; or (iv) change, remove, add to, cover, or otherwise alter or obscure all or part of any Product’s label, packaging, lot number, or other identifying information.

C. Digital Marketing and Branding. Neither you nor your Representatives shall: (i) use the Platform or any other Ortho digital property for any unlawful, fraudulent, or malicious purpose, to violate the rights of any third party, or to compromise its integrity, including by introducing viruses, worms, Trojan horses, or any other contaminating or destructive code, or through malware, hacking, cracking, phishing, or SQL injecting; (ii) use any spider, bot, or other automatic or manual device or process for the purpose of scraping, harvesting, compiling, indexing, surveying, building AI/machine learning models or data mining information from the Platform or other Ortho websites or digital properties, including probing, scanning, or testing the vulnerability of the Platform; (iii) use any Ortho Trademark or copyrighted material in any content, medium, or communication to state or imply any partnership, endorsement, or affiliation beyond your status as an authorized reseller of genuine Products, or to otherwise create a website or online presence that appears to be an official site of Ortho or could create a false or misleading association with Ortho; (iv) use any Ortho Trademark in any pay-per-click advertising, search engine marketing, or any other form of online or offline advertising, or bid on or purchase any keyword that is an Ortho Trademark or any confusingly similar term, or use any Ortho Trademark in any online ad text, metatag, or search engine-optimized text; (v) use any Ortho Trademark in any part of a domain name, subdomain, social media account name, or other online identifier without Ortho’s prior written consent; (vi) use any framing, mirroring, or similar techniques to enclose or redisplay any part of the Platform or Ortho’s other websites; (vii) decompile, reverse engineer, create derivative works from, or otherwise exploit any content, information, or Confidential Information from the Platform or any other Ortho digital property without our express written permission; or (viii) fail to use commercially reasonable efforts to both prevent any online content associated with or to you from appearing in response to user searches for Ortho Trademarks and promptly remove or retract any content inconsistent with the prohibitions set forth in this Section.

Use for Minor Patients. If you use the Platform to sell Products for the benefit of a minor patient, you represent and warrant that you have obtained all legally required and valid consents from the minor’s parent or legal guardian to do so. You are solely responsible for compliance with all Laws pertaining to the privacy and treatment of minors. You agree to indemnify and hold Ortho harmless from any and all Losses arising from your failure to obtain such consent. You further acknowledge that certain jurisdictions may now or in the future impose restrictions on the sale of certain categories of products to minors or other protected classes of persons.```html

Ortho hereby appoints you, and you accept the appointment, to act as a non-exclusive reseller of Products to End Users during the Term and in accordance with the provisions of this Agreement.

The relationship between Ortho and you is solely that of vendor and vendee. Nothing in these Terms creates any agency, joint venture, partnership, employment, or fiduciary relationship. You are an independent contractor and have no authority to assume or create any obligations on behalf of Ortho. The Parties acknowledge that these Terms are not a franchise or business opportunity agreement. If any provision is deemed to create such a relationship, Ortho may immediately terminate these Terms.

4. Your Account and Responsibilities

Qualifications. To be eligible for, create, and maintain an account on the Platform, you must satisfy one of the following two qualifications at all times during the Term. You represent, warrant, and covenant that: (i) you are an individual healthcare practitioner who is duly licensed, in good standing, and otherwise qualified under all applicable Laws and professional standards to recommend and sell the Products; or (ii) you are a business entity that designates a healthcare practitioner who satisfies the requirements of subsection (a) (the “Designated Practitioner”) to act as your authorized agent. You further represent that any Designated Practitioner is vested with, and you shall ensure they continuously maintain, the full authority to act on your behalf in all matters concerning clinical judgment and professional responsibility required under these Terms.

Clinical Responsibility. You acknowledge and agree that you are solely responsible for all professional judgments, advice, and clinical services rendered in connection with the Products. In providing such services, you shall ensure that all your activities adhere to the prevailing professional standards of care and comply fully with all applicable Laws and regulations, including those relating to export controls, trade sanctions, and economic embargoes, as well as all Ortho policies incorporated by reference into these Terms. Any reference herein to an obligation or liability of “You” related to the exercise of professional or clinical judgment shall also be understood to be fulfilled by your Designated Practitioner, as applicable. You shall remain fully responsible for all acts and omissions of your Designated Practitioner acting in such capacity.

Verification and Notification. Upon Ortho’s request, you shall promptly furnish documentation sufficient to verify the existence and bona fide nature of the qualifications and authorization required under this section. You shall provide Ortho with immediate written notification of any event that causes you to be in breach of your covenants under this section, including any lapse in licensure, qualifying status, or failure to engage a Designated Practitioner. The failure to maintain compliance with this section, including the failure to provide immediate notice or satisfactory verification upon request, shall constitute a material breach of these Terms.

Account Security. You are responsible for maintaining the confidentiality of your account information and password and for all activity that occurs under your account. You shall not use the account or password of any other individual. Ortho shall be entitled to accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password online, by email or by phone, or through a third-party service, if any, through which you access the Platform. You agree to notify Ortho immediately of any unauthorized use of your account. Ortho is not liable for any loss or damage arising from your failure to comply with these obligations.

Audit Rights. Upon reasonable prior notice and during regular business hours, Ortho or its designated Representatives may audit your compliance with these Terms and the Authorized Resale Policy. You agree to cooperate fully with any such audit and to retain and make available relevant records for a period of at least two (2) years from the date of any transaction.

Prohibited Acts. You shall, in good faith and at your own expense, comply strictly with the Authorized Resale Policy and observe all directions and instructions given by Ortho in relation to the marketing, advertisement, and promotion of the Products. For avoidance of doubt, this requirement shall not include any policy identified by Ortho as a “unilateral” policy, including, but not limited to any Ortho policy applicable to you regarding advertised or resale price. In furtherance of and in addition to these obligations, you agree to adhere to the specific prohibitions set forth below.

A. General Conduct and Sales Practices. Neither you nor your Representatives shall: (i) engage in any illegal, fraudulent, negligent, unfair, competitive, misleading, or deceptive practices; (ii) sell, divert, or transfer Products to any person or entity when you know or have reason to suspect that the person or entity may resell the Products; (iii) sell Products in any manner that violates the Authorized Resale Policy or sell Products through any online platform except as expressly and specifically permitted by the Authorized Resale Policy; (iv) submit any claims for reimbursement for Products to any third-party payor, including any federal, state, or commercial insurance program or provider, or count the amount paid for Products toward any insurance deductible or out-of-pocket spending requirement; or (v) engage in any conduct that may bring Ortho into disrepute or endanger the business, goodwill, or safety of Ortho or any third party.

B. Product and Claims Integrity. Neither you nor your Representatives shall: (i) complete any sale of Products in quantities or unit volumes inappropriate for an End User’s individual use; (ii) make any representations, warranties, guarantees, indemnities, or similar claims regarding the Products that are not explicitly stated on the Product’s label or in official Ortho documentation, or that are inconsistent therewith; (iii) make any claims regarding the use of Products that do not appear on the applicable Product’s label; or (iv) change, remove, add to, cover, or otherwise alter or obscure all or part of any Product’s label, packaging, lot number, or other identifying information.

C. Digital Marketing and Branding. Neither you nor your Representatives shall: (i) use the Platform or any other Ortho digital property for any unlawful, fraudulent, or malicious purpose, to violate the rights of any third party, or to compromise its integrity, including by introducing viruses, worms, or other contaminating or destructive code, or through malware, hacking, or phishing; (ii) use any spider, bot, or other automatic or manual device or process for the purpose of scraping, harvesting, compiling, indexing, surveying, building AI/machine learning models or data mining information from the Platform or other Ortho websites or digital properties, including probing, scanning, or testing the vulnerability of the Platform; (iii) use any Ortho Trademark or copyrighted material in any content, medium, or communication to state or imply any partnership, endorsement, or affiliation beyond your status as an authorized reseller of genuine Products, or to otherwise create a website or online presence that appears to be an official site of Ortho or could create a false or misleading association with Ortho; (iv) use any Ortho Trademark in any pay-per-click advertising, search engine marketing, or any other form of online or offline advertising, or bid on or purchase any keyword that is an Ortho Trademark or any confusingly similar term, or use any Ortho Trademark in any online ad text, metatag, or search engine-optimized text; (v) use any Ortho Trademark in any part of a domain name, subdomain, social media account name, or other online identifier without Ortho’s prior written consent; (vi) use any framing, mirroring, or similar techniques to enclose or redisplay any part of the Platform or Ortho’s other websites; (vii) decompile, reverse engineer, create derivative works from, or otherwise exploit any content, information, or Confidential Information from the Platform or any other Ortho digital property without our express written permission; or (viii) fail to use commercially reasonable efforts to both prevent any online content associated with or to you from appearing in response to user searches for Ortho Trademarks and promptly remove or retract any content inconsistent with the prohibitions set forth in this Section.

Use for Minor Patients. If you use the Platform to sell Products for the benefit of a minor patient, you represent and warrant that you have obtained all legally required and valid consents from the minor’s parent or legal guardian to do so. You are solely responsible for compliance with all Laws pertaining to the privacy and treatment of minors. You agree to indemnify and hold Ortho harmless from any and all Losses arising from your failure to obtain such consent. You further acknowledge that certain jurisdictions may now or in the future impose restrictions on the sale of certain categories of products to minors or other protected classes of persons.

Communications. By creating an account, you consent to receive electronic communications from us (e.g., via email, SMS, or push notifications). These communications may include notices about your account (e.g., password changes, order confirmations, and refill reminders) and are part of your relationship with us. We may also send you promotional communications. You may opt out of promotional communications by following the unsubscribe instructions in those messages or by changing your account settings, but you may not opt out of transactional communications essential to your account.

5. Commercial Terms
Orders. You may place orders for Products through the Platform or through other sales channels made available by Ortho, including by phone, email, or fax. Ortho reserves the right to reject any order for any reason. This Agreement shall govern all orders you place for Products, regardless of the method used to place the order.

Price. You shall purchase Products from Ortho at the prices set out in Ortho’s then-current reseller price list in effect at the time Ortho accepts the related order (“Prices”).

Shipping, Taxes, and Other Charges. You shall pay for all shipping charges and insurance costs for the Products in accordance with our shipping policy then in effect. All Prices are exclusive of any sales, use, excise, and other similar taxes, duties, and charges imposed by any governmental authority. You are responsible for all such charges, costs, and taxes; provided, however, that you shall not be responsible for any taxes imposed on Ortho’s net income, revenues, or real or personal property.

Payment Terms. Ortho shall issue invoices to you for all Products ordered. For orders placed through the Platform, payment is due at the time of purchase unless otherwise agreed in writing. For all other orders, you shall pay all invoiced amounts due to Ortho upon receipt of the invoice, except for any amounts disputed by you in good faith in accordance with the “Invoice Disputes” section below. Ortho may, in its sole and absolute discretion, extend credit terms to you. If credit terms are extended, payment is due within the period specified on the applicable invoice (e.g., “Net 30 days”). All credit is subject to Ortho’s ongoing review and approval and may be modified or revoked at any time at Ortho’s sole discretion. All payments shall be made in U.S. dollars.

Invoice Disputes. You shall notify Ortho in writing of any dispute with any invoice, along with reasonably detailed substantiating documentation, within seven (7) business days from the date of the invoice. You will be deemed to have accepted all invoices for which Ortho does not receive timely notice of a dispute, and you shall pay all undisputed amounts when due. The Parties shall seek to resolve all such disputes expeditiously and in good faith.

Late Payments. Except for invoiced payments that you have timely and successfully disputed, you shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable Law, calculated daily and compounded monthly. You shall also reimburse Ortho for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees.

Setoff. You shall not, and acknowledge that you have no right, under this Agreement or any other agreement, document, or Law, to withhold, offset, recoup, or debit any amounts owed to Ortho or its affiliates against any other amount owed by Ortho or its affiliates to you. In addition, you irrevocably authorize Ortho to deduct and set off from any credits or other amounts due to you the full amount of any debt, liability, or amount owed by you to Ortho or its affiliates, whether under this Agreement or any other agreement, and whether now existing or hereafter arising.

Title and Risk of Loss; Delivery. Title and risk of loss for the Products pass to you when Ortho delivers the Products to the shipping carrier for shipment to your designated address. All shipping times are estimates and not guarantees. A shipment shall be deemed delivered to you when a national or major regional shipping carrier (such as UPS, FedEx, or USPS) provides a “Delivered” status or equivalent confirmation to the shipping address you provided with your order. You agree that such confirmation shall be conclusive evidence of delivery, and you assume all risk of loss or theft for the Products after such delivery has been confirmed.

6. Minimum Advertised Price (MAP) Policy
Unilateral Policy. Ortho has adopted a unilateral Minimum Advertised Price Policy (“MAP Policy”), which is separate from these Terms and may be changed from time to time at the sole discretion of Ortho. Ortho does not seek, and will not accept, any agreement or assurance from you regarding your compliance with the MAP Policy. These Terms do not constitute an agreement on your advertised prices.

7. Intellectual Property
Ownership. You acknowledge that all Intellectual Property Rights in and to the Platform and the Products, including but not limited to, underlying software and technology, text, applications, sound, photographs, images, logos, video, and graphics (collectively, the “Content”), are the sole and exclusive property of Ortho or its licensors. You shall not acquire any ownership interest in any of Ortho’s Intellectual Property Rights under these Terms. Any goodwill derived from your use of Ortho’s Intellectual Property Rights inures to the benefit of Ortho or its licensors, as the case may be. If you acquire any Intellectual Property Rights in or relating to any Product purchased under these Terms (including any rights in any Trademarks, derivative works, or patent improvements relating thereto), by operation of law or otherwise, these rights are deemed and are hereby irrevocably assigned to Ortho or its licensors, as the case may be, without further action by either Party.

Trademark License. Ortho grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use Ortho’s Trademarks during the Term solely in connection with the promotion and resale of the Products under, and in accordance with, the terms of these Terms and the Authorized Resale Policy. When requested by Ortho, you shall promptly discontinue the display or use of any Trademark or change the manner in which a Trademark is displayed or used. You shall ensure that all materials carrying Ortho’s Trademarks are marked with the appropriate trademark notices in accordance with Ortho’s instructions. This license terminates immediately upon termination of these Terms.

Platform License. Ortho grants to you a limited, personal, revocable, non-exclusive, non-transferable right to access and use the Platform and its Content solely for the purposes set forth in these Terms, subject at all times to its terms and so long as your account is in good standing.

Your Use of Our Intellectual Property. You shall not challenge any right, title, or interest of Ortho in, or take any action adverse to, Ortho’s ownership of its Intellectual Property Rights; apply for, register, or use any confusingly similar marks; misappropriate any of Ortho’s Trademarks for use as a domain name without prior written consent from Ortho; alter, obscure or remove any of Ortho’s trademarks or trademark or copyright notices or any other proprietary rights notices placed on Products or any marketing materials or other materials that Ortho may provide to you; or engage in any action that tends to disparage, dilute, or reflect negatively on the value of Ortho’s Trademarks.

8. Confidentiality
You acknowledge that in the course of performing your obligations under these Terms, you will be exposed to Ortho’s Confidential Information. You agree to hold all Confidential Information in strict confidence and shall not use or disclose such information for any purpose other than the performance of your obligations under these Terms. You shall protect Ortho’s Confidential Information with at least the same degree of care as you protect your own confidential information, but in no event with less than a commercially reasonable degree of care. This obligation of confidentiality shall survive the termination of these Terms.

You agree that you shall not, and shall ensure your Representatives do not, directly or indirectly, reverse engineer, deconstruct, decompile, or perform any chemical or other analysis of any Product for the purpose of identifying, duplicating, or otherwise misappropriating its Proprietary Formulations.

8. HIPAA and Protected Health Information
If you are a “Covered Entity” as defined under HIPAA, you agree that your relationship with Ortho makes Ortho your “Business Associate.” In such a case, you agree to be bound by the terms of the Business Associate Agreement (“BAA”) attached hereto as Exhibit A, which is hereby incorporated by reference. Notwithstanding anything to the contrary in these Terms, the terms of the BAA shall govern the use, disclosure, and protection of Protected Health Information.

9. Disclaimers, Liability, and Indemnification
Our Product Guarantee. You acknowledge and agree that Ortho, as the manufacturer, provides a product satisfaction guarantee (the “Guarantee”) directly to End Users and is available only for Products purchased from an authorized reseller such as yourself. This Guarantee is a material term of every sale you make, and its full terms and procedures are set forth in Ortho’s official return policy (the “Return Policy”), which is incorporated herein by reference and available on the Platform or upon request. As a condition of being an authorized reseller, you agree to be bound by Ortho’s good-faith administration of the Guarantee and waive any right to challenge or dispute returns accepted by Ortho under its terms. For any Product returned by an End User that you accept in accordance with the Return Policy, Ortho will issue a credit to your account for the practitioner price paid for such Product.

Medical Disclaimer. You acknowledge and agree that all information, data, and content provided on the Platform is for informational purposes only and is intended to supplement, not replace, your professional medical judgment, skill, and expertise. Ortho does not provide medical advice or practice medicine. You are exclusively and solely responsible for all professional advice, treatment decisions, and healthcare services provided to your End Users, including the determination of whether a Product is appropriate for a particular End User. This responsibility includes, without limitation, the independent clinical assessment of any potential interactions or contraindications arising from the use of multiple dietary supplements, whether or not such products are sold by Ortho. You acknowledge that health statements made about Products have not been evaluated by the U.S. Food and Drug Administration.

WARRANTY DISCLAIMER. THE PLATFORM AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORTHO DISCLAIMS ALL WARRANTIES TO YOU, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ORTHO DOES NOT WARRANT THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. ORTHO EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORTHO OR ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOST PROFITS OR REVENUES, LOSS OF DATA, OR DIMINUTION IN VALUE OR LOSS OF GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, WHETHER OR NOT ORTHO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ORTHO AND ITS REPRESENTATIVES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ORTHO UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS SET FORTH HEREIN APPLY TO ALL CLAIMS AGAINST ORTHO, AND ORTHO SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES, DAMAGES, OR CLAIMS OF ANY KIND ARISING FROM OR RELATED TO THE PROFESSIONAL SERVICES, ADVICE, OR JUDGMENT PROVIDED BY YOU TO ANY END USER. YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. IN FURTHERANCE THEREOF, YOU HEREBY EXPRESSLY WAIVE AND RELEASE ANY AND ALL CLAIMS AND DEMANDS AGAINST ORTHO AND ITS REPRESENTATIVES THAT YOU DO NOT KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THESE TERMS. THIS WAIVER IS INTENDED TO BE A FULL AND FINAL GENERAL RELEASE. ACCORDINGLY, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED OF, AND HEREBY KNOWINGLY WAIVE, THE PROTECTIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”) AND ANY OTHER FEDERAL, STATE, OR FOREIGN LAW, REGULATION, OR PRINCIPLE OF COMMON LAW OF SIMILAR EFFECT.

Indemnification. You shall indemnify, defend, and hold harmless Ortho and its parent, officers, directors, partners, members, shareholders, employees, agents, contractors, affiliates, successors and permitted assigns (collectively, “Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers (collectively, “Losses”), arising out of or relating to any claim of a third party relating to: (a) a breach or non-fulfillment of any representation, warranty, covenant, or other provision of these Terms by you or your Representatives; (b) any grossly negligent or more culpable act or omission of you or your Representatives (including any recklessness or willful misconduct) in connection with the performance of your obligations under these Terms; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of you or your Representatives; (d) any act, error, or omission arising from the exercise of your professional judgment or the provision of clinical services to any End User, including, without limitation, any statements, claims, advice, or protocols, regardless of whether such conduct relates to the Products; (e) any violation of any applicable Law by you or your Representatives; or (f) a purchase of a Product directly or indirectly through you.

10. Term and Termination
Suspension. Ortho reserves the right, in its sole discretion, to temporarily suspend your account, restrict purchasing privileges, or place payments on hold pending an investigation into any activity that Ortho reasonably suspects may constitute a breach of these Terms or may be fraudulent, illegal, or harmful to Ortho, its business, or any third party. Ortho shall have no liability for any losses, damages, or claims of any kind resulting from a suspension implemented in accordance with this section.

Termination. Ortho may, in its sole and absolute discretion, terminate your account and these Terms at any time, for any reason or for no reason, with or without prior notice. This right of termination is absolute and shall not be subject to any cure period or other requirement, nor shall it be limited by any other provision of these Terms. Without limiting the generality of the foregoing absolute right to terminate, Ortho may also terminate these Terms immediately upon written notice to you if: (i) you breach any provision of these Terms, and either the breach is incurable or, if curable, is not cured by you within ten (10) days after your receipt of written notice thereof; for the avoidance of doubt, any breach of the “Prohibited Acts” or “Intellectual Property” sections shall be deemed an incurable material breach; or (ii) you become subject to any proceeding related to insolvency or bankruptcy, file for bankruptcy, make an assignment for the benefit of creditors, or undergo a change of control without Ortho’s prior written consent. You may terminate these Terms, without cause, by providing sixty (60) days’ prior written notice to Ortho.

Effect of Termination. Upon termination of these Terms for any reason, (i) all rights and licenses granted to you hereunder shall immediately cease, and you shall immediately cease to represent yourself as an authorized reseller of Products; (ii) all indebtedness of you to Ortho shall become immediately due and payable; (iii) you agree that you will not thereafter access or attempt to use the Platform or establish a new professional account under any name, real or assumed and agree to indemnify, defend, and hold harmless Ortho and its Representatives from any and all Losses arising from your breach of this provision; and (iv) all provisions of these Terms which by their nature should survive termination shall so survive, including, without limitation, provisions regarding Intellectual Property, Confidentiality, Disclaimers, Liability, Indemnification, and financial obligations incurred prior to termination. Following termination, you agree that you will not attempt to use the Platform under any other name or entity real or assumed. If you violate this restriction, you agree to indemnify, defend, and hold harmless Ortho and its Indemnified Parties from any and all liability, losses, or expenses incurred as a result of such unauthorized use.

11. General Provisions
Entire Agreement. These Terms, including and together with the Privacy Policy, Authorized Resale Policy, and any related exhibits, schedules, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, including, without limitation, any prior reseller agreements.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing. Ortho may provide Notice to you by email to the email address associated with your account or by posting notices on the Platform. You are responsible for keeping your email address current. Notice to Ortho must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid) to Ortho Molecular Products, Inc., Attn: Legal Department, 540 W. Northwest Hwy., Ste 200, Barrington, IL 60010.

Amendment and Modification. Ortho reserves the right, in its sole and absolute discretion, to amend these Terms at any time. Ortho will make the revised Terms available by posting them on the Platform and will update the “Effective Date” for these Terms. You acknowledge and agree that it is your sole responsibility to review these Terms periodically to familiarize yourself with any modifications. Your continued use of the Platform after such amendments are posted shall constitute your acknowledgment and binding acceptance of the amended Terms. As a condition of continued access or use of the Platform, particularly following material amendments, Ortho may also require that you affirmatively accept the revised Terms by clicking “I Accept” or a similar mechanism of express consent.

Waiver. No waiver by Ortho of any provision of these Terms is effective unless explicitly set forth in a writing signed by an authorized representative of Ortho. No failure to exercise, or delay in exercising, any right, remedy, or power arising from these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof.

Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable the term or provision in any other jurisdiction. Upon such determination, the Parties shall negotiate in good faith to modify these Terms so as to effect the original intent of the Parties as closely as possible.

Governing Law and Venue. These Terms are governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of these Terms shall be instituted exclusively in the federal or state courts located in the State of Wisconsin, and each Party irrevocably submits to the exclusive jurisdiction of such courts.

Assignment. You may not assign any of your rights or delegate any of your obligations under these Terms without the prior written consent of Ortho. Any purported assignment or delegation in violation of this Section is null and void. Ortho may assign its rights and obligations under these Terms at its sole discretion.

Successors and Assigns. These Terms are binding on and inure to the benefit of the Parties and their respective permitted successors and assigns.

No Third-Party Beneficiaries. These Terms benefit solely the Parties to these Terms and their respective permitted successors and assigns, and nothing in these Terms, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Cumulative Remedies. All rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or later be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.

Force Majeure. You agree that Ortho shall not be liable or responsible to you for any failure or delay in the performance of its obligations under these Terms if such failure or delay is the result of events beyond its reasonable control. Such events include, but are not limited to: (a) acts of God; (b) war, insurrection, riots, terrorism, or crime; (c) embargoes or blockades; (d) government order, law, or action, including pandemics or epidemics; (e) labor shortages, strikes, or other industrial disturbances; (f) postal disruption, failure of telecommunications or internet infrastructure, or unavailability of payment processors; (g) failure or shortage of necessary infrastructure or materials; or (h) any other event beyond Ortho’s reasonable control. In the event of any such failure or delay that interferes with Ortho’s ability to deliver confirmed orders, Ortho will use commercially reasonable efforts to fulfill and deliver such orders as soon as practicable.

Further Assurances. Upon Ortho’s reasonable request, you shall, at your sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, reasonably necessary to give full effect to these Terms.

12. Third-Party Resources
The Platform may contain links to third-party websites, applications, or other resources. These links are provided solely as a convenience to you and not as an endorsement by Ortho of the content or services on such third-party resources. Ortho is not responsible for the content, accuracy, or availability of any third-party resources. You acknowledge and agree that Ortho shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party resource. Your use of third-party resources is at your own risk and subject to the terms and conditions of use for such resources.