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.