TERMS & CONDITIONS 

THESE TERMS & CONDITIONS are entered in by and between OK Capsule, Inc., a Delaware corporation, with its principal place of business located at 725 Trademark Drive, Suite 104, Reno, Nevada 89521, on behalf of itself and its affiliates (“OKC”) and the entity or individual placing any Order on behalf of itself and its affiliates (“Client”) as of the date of Client’s first placement of an Order, and shall remain in effect throughout the duration of any Order. In consideration of the mutual promises contained herein, the parties agree as follows: 

1. SERVICES, TECHNOLOGY, & DATA 

1.1 Services. OKC agrees to perform professional services as Client’s non-exclusive value-added contract packager fulfilling orders (each, an “Order”) of customized and/or pre-configured pouches and their associated packaging (collectively, the “Pouches”) of OKC’s standard offering of dietary supplements (the “Products”) selected from those available to Client (the “Formulary” which, consistent with Client’s applicable monthly Plan, may also include Third Party Products) on OKC’s web-based administrative interface (the “Portal”) sourced from contract manufacturers having met or exceeded the OKC Quality Standards (each, a “Manufacturer”) shipped individually via a nationally recognized common carrier directly to Client’s customers (the “Consumer”) in accordance with the Product Packaging Guidelines stipulated on the Portal. Such fulfillment, packing, and shipping, consistent with Client’s applicable monthly Plan, constitutes the “Services”. 

1.2 OKC Technology Rights & Restrictions. OKC hereby grants Client a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Portal and OKC’s application programming interface (the “API”) (together, the “OKC Technology”) solely for the purposes contemplated herein. Client shall not directly or indirectly, nor permit any third-party to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the OKC Technology; (ii) modify, translate, or create derivative works based on the OKC Technology; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the OKC Technology; (iv) use the OKC Technology for the benefit of any third-party other than Consumer; (v) remove or otherwise alter any proprietary notices or labels from the OKC Technology; (vi) use the OKC Technology to build any application or product that is competitive with the Services; (vii) interfere or attempt to interfere with the proper working of the OKC Technology; (viii) bypass any measures which prevent or restrict access to the OKC Technology; (ix) “crawl,” “scrape,” or “spider” any information, data, or content available through the OKC Technology; or (x) use the OKC Technology in violation of any applicable law. OKC may modify any component of the OKC Technology, including its contents, upon thirty (30) days’ notice to Client, provided that such modifications shall not apply to Orders accepted by OKC prior to the date of such modification. 

1.3 Data Security & Privacy. Each party shall utilize and maintain industry-standard protocols to ensure the security of its electronic assets, operations, and all Client and Consumer data uploaded to, or communicated through, the OKC Technology (the “Data”). Each party shall promptly notify the other in the event that it becomes aware of any material compromise to the

security of the OKC Technology, Data, or its own network, that could reasonably impact the integrity of the other’s operations, or rights or responsibilities hereunder. Client shall at all times retain all right, title, and interest in and to the Data, and shall have sole responsibility for ensuring its accuracy, quality, integrity, legality, reliability, and appropriateness. Client acknowledges and agrees that OKC may use the Data internally, and in a secure and lawful manner, solely for the purpose of generating aggregated anonymous information for testing and improving the Services and OKC Technology. 

2. OKC QUALITY COMMITMENT 

2.1 Product Certification. OKC shall ensure that all Manufacturers conduct micro testing of all Products in accordance with industry standards and applicable law. Upon written request, OKC shall make available to Client all Certificates of Analysis and other applicable documentation in its possession relevant to the Products, including any certification of Organic, Kosher, Halal, non-GMO, or otherwise, as may be provided to OKC by the Manufacturer. OKC shall facilitate and charge to Client the actual cost of any specific analyses requested by Client from Manufacturer. 

2.2 Quality Inspection & Handling. OKC shall employ a combination of mechanical and human process to diligently inspect all Product and Pouches for quality prior to shipping. OKC shall store and handle all Product in a manner consistent with industry standards and best practices that minimizes cross-contamination, degradation, adulteration, or any other condition that could negatively impact quality. Client may audit OKC facilities, onsite or virtually, consistent with the Audit Policy and Guidelines available on the Portal. 

2.3 Recalls. In the event of a Product recall, market withdrawal, or similar corrective action (“Recall”), whether initiated by OKC, a Manufacturer, Client, or a governmental authority, each party shall cooperate promptly and in good faith to address the Recall, including implementing any necessary notifications, product retrievals, or refunds. Client shall be responsible for all Recall costs and expenses to the extent the Recall arises from Client’s specifications, marketing claims, misuse of the Products, or other actions outside OKC’s control. OKC shall be responsible for all Recall costs only to the extent such Recall arises from OKC’s gross negligence or willful misconduct. To the extent that OKC receives reimbursement from the Manufacturer of any recalled Product, OKC shall reimburse Client for the amount associated with such affected Products less any Fulfillment Fee and Shipping Fee unreimbursed to OKC for the Pouch containing such recalled Product. The foregoing represents Client’s sole and exclusive remedy, and OKC’s sole liability, relative to any recall. For the avoidance of doubt, and except in the case of OKC’s gross negligence or willful misconduct, the recall of any Product shall not constitute a breach of OKC’s obligations hereunder. 

2.4 Non-Conforming Pouches. In the event that Client notifies OKC within five (5) business days of delivery that OKC has fulfilled any Pouch inconsistent with the Order (a “Non-Conforming Pouch”), OKC shall promptly notify Client whether Consumer must return (at OKC’s sole expense), or certify as destroyed, any Product not a part of the Order, and at its sole discretion either promptly (i) replace any Product missing from such Non-Conforming Pouch or (ii) refund to Client the cost paid for any Product missing from such Non-Conforming Pouch. The foregoing represents Client’s sole and exclusive remedy, and OKC’s sole liability, relative to any Non-Conforming Pouch. For the avoidance of doubt, except in the case of OKC’s gross

negligence or willful misconduct, any Non-Conforming Pouch shall not constitute a breach of OKC’s obligations hereunder. 

2.5 Adverse Event Reporting. In the event of a Serious Adverse Event, as defined in 21 US Code 379aa-1(a)(1), arising from the use of any Product, Client will promptly notify OKC and hereby authorizes OKC to either (i) on behalf of Client, notify the Manufacturer of the Product giving rise to such notice in order for the Manufacturer to submit the required reports, or (ii) submit, or cause to be submitted by a third party contracted for that purpose, a Serious Adverse Event Report, using either the online reporting portal or by submitting a MedWatch 3500 form to the Secretary of Health and Human Services. OKC will quarantine affected Products until it addresses such Serious Adverse Event to its reasonable satisfaction. To the extent that OKC receives reimbursement from the Manufacturer of such affected Product, OKC shall reimburse Client for the amount associated with affected Product less any Fulfillment Fee and Shipping Fee unreimbursed to OKC for the Pouch containing such affected Product. The foregoing represents Client’s sole and exclusive remedy, and OKC’s sole liability, relative to any Serious Adverse Event. For the avoidance of doubt, and except in the case of OKC’s gross negligence or willful misconduct, the occurrence of any Serious Adverse Event shall not constitute a breach of OKC’s obligations hereunder 

3. CLIENT RESPONSIBILITIES 

3.1 Payment. Client shall pay all fees, charges, and costs as set forth in the Portal, including any applicable taxes. Payments are due and payable at the time of Order placement and shall be made via the payment methods accepted by OKC. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. Client shall reimburse OKC for all reasonable costs of collection, including reasonable attorneys’ fees actually incurred. 

3.2 Client-Supplied Packaging. In the event that Client elects to provide any custom packaging materials, including but not limited to outer boxes, labels, or inserts (collectively, “Client Packaging”), Client shall ensure that all such Client Packaging complies with the Product Packaging Guidelines and applicable law. Client shall bear all costs associated with the design, production, shipping, and delivery of Client Packaging to OKC, as well as any storage fees assessed by OKC. OKC shall not be responsible for delays, damages, or additional costs arising from defective, non-compliant, or delayed Client Packaging. 

3.3 Compliance with Law. Client is solely responsible for ensuring that its marketing, sale, and distribution of the Products, Pouches, and Third Party Products (if applicable) including any claims made on any packaging, websites, or promotional materials, comply with all laws, rules, and regulations, including but not limited to those of the U.S. Food and Drug Administration (FDA) and the Federal Trade Commission (FTC). OKC shall have no responsibility for, and Client shall remain fully liable for, Client’s marketing claims, formulas, or representations. 

4. INTELLECTUAL PROPERTY 

4.1 OKC Intellectual Property. OKC retains all right, title, and interest in and to the OKC Technology, the Portal, all OKC trademarks, trade names, logos, and other intellectual property (collectively, “OKC IP”). Except as expressly granted herein, no rights or licenses to

any OKC IP are granted to Client. 

4.2 Client Intellectual Property. Client retains all right, title, and interest in and to the of its pre-existing intellectual property, including all trademarks, trade names, and logos (the “Client Marks”), and grants OKC a limited, non-exclusive, royalty-free license to use the Client Marks solely for the purpose of performing the Services in compliance with Client’s reasonable usage guidelines provided in writing. Except as expressly granted herein, no rights or licenses to any Client intellectual property are granted to OKC. 

5. CONFIDENTIALITY 

5.1 Definition. “Confidential Information” means any nonpublic information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to each party’s business plans, pricing, formulas, customer lists, intellectual property, the Client Marks, and the OKC IP. 

5.2 Obligations. Receiving Party shall not disclose, use, or permit the use of any Confidential Information except as necessary to perform its obligations hereunder. Receiving Party shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. 

5.3 Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party before disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is rightfully obtained by the Receiving Party from a third party without restriction. 

5.4 Required Disclosure. Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives Disclosing Party prompt written notice and cooperates with any efforts to limit disclosure. 

6. REPRESENTATIONS AND WARRANTIES; INDEMNITIES; LIMITATION OF LIABILITY 

6.1 OKC Representations and Warranties. OKC represents and warrants that it will (i) perform the Services in a professional industry-standard way in compliance with applicable law, (ii) ensure that the Services and OKC Technology do not infringe any rights of any third party and (iii) maintain all licenses and consents necessary to lawfully sell the Products, perform the Services, and to permit Client to market and resell the Products through the OKC Technology. OKC warrants that the Products will (iv) comply with all applicable laws, (v) conform with the specifications listed on the Portal, (vi) be manufactured to industry and legal standards, and (vi) not infringe any third-party intellectual property rights. OKC makes no, and to the fullest extent permitted under applicable law hereby disclaims all, representations and/or warranties related to any Third Party Products. 

6.2 Client Representations and Warranties. Client represents and warrants that (i) it will comply with all applicable laws, (ii) the Data does not infringe any third party intellectual

property or proprietary rights, (iii) it has all permissions and licenses necessary to lawfully transmit the Data to OKC, (iv) all promotional materials and efforts used by Client to market the Products complies with, and will not cause the Products or Services to violate, any applicable law, and (v) it will make no claims in relation to the Products exceeding the specifications indicated on the Portal. 

6.3 Disclaimers. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 6, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EXCEPT AS OTHERWISE STATED HEREIN, THE OKC TECHNOLOGY IS PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND OKC MAKES NO WARRANTY OF ANY KIND THAT THE OKC TECHNOLOGY WILL OPERATE WITHOUT INTERRUPTION, BE SECURE, ACCURATE, FREE OF HARMFUL CODE, OR ERROR FREE. NOTHING PROVIDED BY OKC IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, MEDICAL ADVICE OR THE PRACTICE OF MEDICAL, HEALTH, OR COUNSELING CARE. 

6.4 General Indemnification. Each party agrees that it shall defend, indemnify, and hold harmless the other from all claims of third parties, and all associated losses (including reasonable attorneys’ fees actually incurred), arising out of: (i) actual or alleged infringement of any intellectual property or proprietary rights, including, but not limited to, any arising from or related to, the OKC Technology, the Data, or the Services, or (ii) a party’s gross negligence or willful misconduct. Neither a Recall nor any Serious Adverse Event shall constitute an indemnifiable claim except to the extent directly related to either party’s gross negligence or willful misconduct. 

6.5 Client Indemnification. Client shall defend, indemnify, and hold harmless OKC from and against all claims, and all associated losses (including reasonable attorneys’ fees actually incurred), arising out of or related to: (i) Third Party Products, except to the extent such claim or loss is directly related to or arising from OKC’s performance of the Services, gross negligence, or willful misconduct, (ii) Client’s marketing claims, formulas, or representations, and (iii) any Data provided by Client. 

6.6 Limitation of Liability. EXCEPT FOR DAMAGES ARISING FROM ANY BREACH OF CONFIDENTIALITY OR CLAIMS SUBJECT TO THE INDEMNIFICATION PROVISIONS, NEITHER PARTY SHALL HAVE LIABILITY, FOR (i) SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND BUSINESS OPPORTUNITIES) OR (ii) DIRECT DAMAGES EXCEEDING THE AMOUNT PAID BY CLIENT UNDER THE ORDER UNDER WHICH SUCH DAMAES AROSE. EXCEPT IN THE CASE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OKC SHALL HAVE NO LIABILITY RELATED TO ANY THIRD-PARTY PRODUCTS. 

7. GENERAL PROVISIONS 

In the event of a dispute, the parties hereby agree that (i) they will first attempt, in good faith, for at least thirty (30) days; and (ii) in the event a dispute cannot be resolved during that time period, each party hereby agrees that both shall submit to mediation in the state and county

of the initial respondent party within thirty (30) days or as may be otherwise agreed in writing. Each party shall bear its own costs of mediation, including its own attorney’s fees and an equal share of mediator fees. The mediator shall consider only direct damages. This Agreement shall be governed by the laws of Nevada, without regard to its conflict of laws principles. The venue for any proceedings shall be a court located in Washoe County, Nevada. No action arising out of this Agreement may be brought by either party more than two years after the cause of action accrued. The prevailing party shall be entitled to a reasonable amount for attorney’s fees. Neither party may assign this Agreement without the other party’s prior written consent which shall not be unreasonably withheld. This Agreement shall be binding upon the parties, their successors, and permitted assigns. This Agreement shall not be deemed to create any rights in any third parties (other than permitted successors, assigns and any persons entitled to indemnity hereunder), including Consumer. Except for payment obligations, neither party shall be liable for any failure to perform due to causes beyond its reasonable control or any cause which could not with commercially reasonable diligence be controlled or prevented. Both parties shall be considered joint authors of this Agreement. If any provision of this Agreement is found unenforceable by a court, it will be severed, and the rest of the Agreement will remain in full force. A valid and enforceable provision that most closely reflects the original intent will be substituted automatically. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom it is sought to be enforced. The provisions of this Agreement which by their nature are intended to survive termination shall survive termination and/or any permitted assignment of this Agreement. This Agreement contains the entire understanding between parties and supersedes all prior agreements between them regarding the subject matter hereof. Except for elements modified through the Portal, this Agreement may not be modified except in writing executed by both parties. 

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