Ortho Molecular Products, Inc. Authorized Resale Policy for the United States

This Ortho Molecular Products, Inc. Authorized Resale Policy for the United States (“Policy”) is issued by Ortho Molecular Products, Inc. (“OMPI”) and applies to Authorized Resellers (as defined below) of OMPI products (“Product(s)”) in the United States of America (the “Territory”). By purchasing Products directly from OMPI or a distributor authorized by OMPI (an “Authorized Distributor”) in the Territory for resale to End Users (as defined below), you (“Reseller”) (i) represent and warrant that you are licensed health care provider in good standing with all applicable licensing authorities and (ii) agree to adhere to this Policy. Until such status is otherwise terminated by OMPI in OMPI’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller.” This Policy supplements any then-current reseller agreement between you and OMPI. Reseller shall comply with all obligations under this Policy in good faith and at its own expense.

1. Resale to Authorized Customers

1. Reseller shall sell Products only to End Users. An “End User” is a purchaser of the Products who:
   • is the ultimate consumer of the Products; and
   • has an established healthcare practitioner-patient relationship with Reseller.
2. Reseller shall not sell or transfer Products:
   • to any person or entity Reseller knows or should have reason to believe intends to resell the Products;
   • in quantities or unit volumes greater than that typically purchased for individual use; or
   • outside the Territory without OMPI’s prior written consent.

2. Online Sales

Reseller may offer for sale and sell Products through a Permissible Website and/or a Virtual Dispensary in accordance with the terms herein.

1. A “Permissible Website” is a website or mobile application that:
   1. is operated by Reseller in Reseller’s legal name or registered fictitious name;
   2. has been disclosed to OMPI during account onboarding or by emailing [email protected];
   3. is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Facebook Marketplace, and Walmart Marketplace); and
   4. is operated in compliance with the Ortho Molecular Products, Inc. Online Sales Requirements, attached as Exhibit A.
2. A “Virtual Dispensary” is a website, micro-site, or mobile application that:
3. is operated by OMPI or an Authorized Distributor in its legal name or registered fictitious name;
4. is used to facilitate Product orders by End Users on behalf of Reseller; and
5. requires the End User to create an account and login to purchase the Products.

Reseller shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Website or a Virtual Dispensary without the prior written consent of OMPI. OMPI may terminate, at any time and in its sole discretion, its approval for Reseller to offer for sale and sell some or all Products on the Permissible Website and/or Virtual Dispensaries.

This Policy supersedes any prior understanding between OMPI and Reseller regarding the sale of the Products online. Any authorization previously granted to Reseller by OMPI to sell the Products online in any manner that is inconsistent with this Policy is revoked.

3. Sales Practices

1. Only purchase Products from OMPI or an Authorized Distributor in the Territory;
2. Conduct its business in a reasonable and ethical manner at all times;
3. Not engage in any deceptive, misleading, or unethical practices or advertising, including any product disparagement or “bait and switch” practices;
4. Not make any warranties or representations concerning the Products except as expressly authorized by OMPI or stated on Product labels or OMPI’s online Product listings—i.e., Reseller shall not make claims that Products treat specific diseases or conditions ("Disease Claims") and shall use only supportive statements that appear on the label of Products or in Supplier's online Product listing;
5. Represent the Products in a professional manner that reflects favorably at all times on Products and the good name, goodwill, and reputation of OMPI;
6. Not advertise, market, display, or demonstrate non-OMPI Products together with the Products in a manner that would create the impression that the non-OMPI Products are made by, endorsed by, or associated with OMPI;
7. Know and abide by all applicable laws, rules, regulations, and policies (x) applicable to Reseller’s business and/or (y) related to the marketing and sale of the Products, including, without limitation, all laws and regulations pertaining to dietary supplement labeling (GMO, California Prop. 65, age-restrictions, etc.), marketing, and regulations specific to individual ingredients for each Product;
8. Make changes to Reseller’s advertising, printed information, or Permissible Website promptly upon request of OMPI if Reseller advertises or markets the Products in any way which OMPI reasonably believes violates applicable regulations promulgated by the Food and Drug Administration (FDA) or the Federal Trade Commission (FTC).

4. Support of Guarantee or Return Policy

Reseller shall not modify, alter, or mischaracterize any Product guarantee and/or return policy that OMPI may extend to an End User. Reseller shall not extend its own warranty, guarantee, or return policy with respect to the Products. Reseller shall direct End Users to review www.orthomolecularproducts.com for current Product guarantee and/or return policy information. Reseller shall provide OMPI with any supplemental information, documents and reports that OMPI may request to support OMPI’s guarantee or return support and customer support obligations and initiatives.

5. Product Care, Customer Service, and Other Quality Controls

Reseller shall comply with the Ortho Molecular Products, Inc. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B.

6. Intellectual Property

1. Reseller acknowledges and agrees that OMPI owns all proprietary rights in and to the Ortho Molecular Products brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (“OMPI IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use OMPI IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. Except to the extent expressly provided to Reseller in this Policy or any then-current reseller agreement between you and OMPI, Reseller does not have any proprietary rights in OMPI IP. All goodwill arising from Reseller’s use of OMPI IP shall inure solely to the benefit of OMPI.
2. Reseller’s use of OMPI IP shall comply with any guidelines that may be provided by OMPI from time to time and must be commercially reasonable as to the size, placement, and other manners of use. OMPI reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of OMPI IP at any time, without limitation.
3. In marketing the Products, Reseller shall only use Product content either supplied by or authorized by OMPI and shall ensure that all Product images and descriptions are accurate and up to date.
4. Reseller shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Product name or trademark, nor a misspelling or confusingly similar variation of any Product name, OMPI trademark, or other OMPI IP.

7. Locations / Reporting

At OMPI’s request, Reseller shall provide OMPI with:

• a current and accurate list of all of its selling locations or outlets (including all online selling locations);
• complete and accurate reports of inventory and sales of Products in a computer-readable format acceptable to OMPI;
• a copy of its valid (non-expired) health professional license/certification.

8. Policy Compliance

OMPI may review Reseller’s activities for compliance with this Policy, and Reseller agrees to cooperate with any such investigation, including, but not limited to:

• permitting inspection of Reseller’s facilities and books, records, and accounts related to the sale of the Products; and
• providing OMPI with any supplemental information, documents, and/or reports requested to validate compliance.

9. Termination

OMPI may terminate Reseller’s status as an Authorized Reseller with written or electronic notice. Upon termination of Reseller’s status as an Authorized Reseller, Reseller shall immediately cease:

• selling the Products;
• acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of OMPI Products or has any affiliation whatsoever with OMPI; and
• using all OMPI IP.

10. Modification

OMPI may amend this Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of OMPI IP, or use of any other information or materials provided by OMPI to Reseller will be deemed Reseller’s acceptance of the amendments.