Authorized Resale Policy

Ortho Molecular Products, Inc.

Effective September 27th, 2024

This OMPI Authorized Resale Policy ("Resale Policy") is hereby adopted by Ortho Molecular Products, Inc. (the "OMPI") with respect to the sale by any person, firm or entity (as applicable, a "Reseller") of products that bear, or are marketed or solicited using, a trade name, trademark, logo or slogan of OMPI (the "Products"). Any reference in this Resale Policy to Reseller shall also include any affiliate, subsidiary, parent, successor, or assign of Reseller.

Any Reseller that fails to comply in all respects with this Resale Policy is deemed to be an unauthorized Reseller of the Products, and as such, shall have no right to: (i) sell the Products, (ii) use OMPI IP (as hereinafter defined), including any of its trademarks or copyrights, or (iii) offer OMPI’s warranty or return policy applicable to any of the Products.

In addition, if OMPI determines in its sole discretion that there has been a violation regarding this Resale Policy, an unauthorized Reseller listing, advertisement, promotion, sale, shipment, transfer, or invoicing of Products on any ecommerce marketplace and/or own proprietary website domain, unauthorized Reseller must immediately cease all activities around Products upon notification from OMPI. Failure to comply will result in legal action pursuant to trademark and copyright infringement laws protected under the Lanham Act, Digital Millennium Copyright Act (DMCA) of 1998, and other applicable law.

1. Applicability. This Resale Policy applies to all sales of the Products regardless as to where the Products were acquired, either directly from OMPI, through an authorized distributor, or some other procurement method.
2. Authorized Status. Reseller is required to (i) be a party to an executed and effective agreement with OMPI or its authorized distributor and (ii) have a customer account with OMPI or its authorized distributor that is in good standing and has not been terminated by OMPI or such authorized distributor (an "Authorized Reseller").
3. Sales to Patient End Users Only. Reseller shall only sell Products (i) to an end user for its own internal use in connection with an established practitioner-patient relationship providing healthcare to the end user to whom Reseller sells such Products and (ii) in quantities or unit volumes which are appropriate for individual use. Reseller shall not sell Products for resale or remarketing, including to other Resellers or for further distribution in any manner.
4. No Sales on Online Marketplaces. Reseller shall not sell the Products via any third-party-facilitated online retail or online auction website (including, but not limited to: amazon.com, ebay.com, bonanza.com, wish.com, best-price.com, vitaheals.com, or any other online retail or online auction websites which sell products similar in character to Products). Reseller acknowledges and agrees that this prohibition is necessary to ensure patient/end user safety and the integrity of the Products.
5. Handling and Storage. Reseller agrees to handle and store the Products in secure, climate-controlled conditions. Reseller shall, in good faith and at its own expense, know and abide by all regulations of the specific jurisdiction(s) in which Reseller sells the Products, including 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.
6. Product Packaging and Display. Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, QR code, UPC code, batch or lot code, SKU or other identifying information on Products or their packaging is prohibited. Reseller may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall 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. Intellectual Property. Reseller acknowledges that OMPI and/or its affiliates own all proprietary rights in and to the OMPI brands, names, logos, trademarks, service marks, trade dress, copyrights, images, and other intellectual property related to the Products ("OMPI IP") and that, except to the extent expressly provided to Reseller as an Authorized Reseller, Reseller does not have any proprietary rights in OMPI IP.
8. Locations / Reporting. At OMPI's request, Reseller shall provide OMPI with (i) a current and accurate list of all of its selling locations or outlets, (ii) complete and accurate reports of inventory and sales of Products in a computer-readable format acceptable to OMPI, and (iii) permit review of such books, records, and accounts by OMPI upon reasonable request.
9. Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller agrees to cooperate with OMPI with respect to any Product recall or other consumer safety information dissemination efforts.
10. Customer Service. Reseller will maintain customer service phone and email response functions to handle customer complaints, returns and other customer service functions. Reseller will promptly notify OMPI of, and address and investigate, if appropriate, any complaint or adverse claim about any Product or its use of which Reseller becomes aware.
11. Product Loss and Theft. If any significant quantity of Products purchased by Reseller are lost or stolen, Reseller will promptly report such event to OMPI.
12. Report of Unauthorized Resellers. If Reseller has information or reasonably suspects that any person or entity is purchasing and reselling or distributing Products in a manner not authorized by OMPI or in violation of this Resale Policy, Reseller must promptly notify OMPI.
13. Product Inspection. Promptly upon receipt of the Products, Reseller agrees to inspect the Products for damage, defects, evidence of tampering, or other non-conformances (a "Defect"). If any Defect is identified, Reseller is prohibited from offering the Product for sale (for which Reseller was otherwise authorized to sell) and must promptly report the Defect to OMPI in accordance with the policy set forth at: https://www.orthomolecularproducts.com/service/returnpolicy.
14. Support of Manufacturer’s Warranty and Return Policy. All Resellers are prohibited from modifying or altering OMPI’s warranty or return policy, representing or characterizing either in any misleading manner, or extending its own warranty or return policy with respect to the Products. Only Authorized Resellers are permitted to extend to any proper end-user purchaser of the Products the original manufacturer’s warranty or return policy in accordance with its terms, as set forth at: https://www.orthomolecularproducts.com/service/returnpolicy. OMPI WARRANTIES AND RETURN POLICIES DO NOT EXTEND TO PRODUCTS OBTAINED AND SOLD BY UNAUTHORIZED RESELLERS OR TO PRODUCTS WHICH OMPI CONSIDERS COUNTERFEIT OR ALTERED.
15. Other Information, Documents and Reports. Reseller must provide OMPI with any supplemental information, documents and reports that OMPI may request in order to validate Reseller’s compliance with this Resale Policy and to support OMPI’s warranty or return support and customer support obligations and initiatives.

OMPI reserves the right to update, amend, or modify the Resale Policy through written or electronic notice at any time at its sole discretion. Unless otherwise provided, such updates, amendments, or modifications will take effect immediately and Reseller’s continued advertising, promoting, offering for sale, or sale of Products, use of OMPI’s intellectual property, or use of any other information or materials provided by OMPI to Reseller following written or electronic notice will be deemed Reseller's acceptance of the updates, amendments, and/or modifications.

ANY RESELLER WHO FAILS TO COMPLY WITH THE FOREGOING TERMS OR IS OTHERWISE DEEMED AN UNAUTHORIZED SELLER BY OMPI HEREBY FORFEITS THE RIGHT TO SELL THE PRODUCTS.