Terms & Conditions

These Terms & Conditions are entered into 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 on OKC's web-based administrative interface (the "Portal") sourced from contract manufacturers meeting OKC Quality Standards (each, a "Manufacturer") shipped via a nationally recognized common carrier directly to Client's customers (the "Consumer") worldwide, excluding any country subject to applicable U.S. trade sanctions or export restrictions.

1.2 OKC Technology Rights & Restrictions

OKC grants Client a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the Portal and OKC's 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, or attempt to discover the source code or underlying structure of the OKC Technology; (ii) modify, translate, or create derivative works; (iii) copy, rent, lease, distribute, or transfer rights to the OKC Technology; (iv) use the OKC Technology for the benefit of any third-party other than a Consumer; (v) remove proprietary notices; (vi) build any competitive application; (vii) interfere with the proper working of the OKC Technology; (viii) bypass any access measures; (ix) "crawl," "scrape," or "spider" any information; or (x) use the OKC Technology in violation of any applicable law.

1.3 Data Security & Privacy

Each party shall utilize industry-standard protocols to ensure the security of its electronic assets and all Client and Consumer data uploaded to or communicated through the OKC Technology (the "Data"). Each party shall promptly notify the other if it becomes aware of any material compromise that could impact the integrity of the other's operations. Client retains all right, title, and interest in and to the Data. OKC may use the Data internally, 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 all Certificates of Analysis and other applicable documentation in its possession.

2.2 Quality Inspection & Handling

OKC shall employ a combination of mechanical and human processes to diligently inspect all Product and Pouches for quality prior to shipping. OKC shall store and handle all Product consistent with industry standards and best practices. 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"), each party shall cooperate promptly and in good faith. Client shall be responsible for all Recall costs to the extent the Recall arises from Client's specifications, marketing claims, or misuse of the Products. OKC shall be responsible for Recall costs only to the extent such Recall arises from OKC's gross negligence or willful misconduct. The foregoing represents Client's sole and exclusive remedy and OKC's sole liability relative to any recall.

2.4 Non-Conforming Pouches

If 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 either replace any missing Product or refund the cost paid for any missing Product. The foregoing represents Client's sole and exclusive remedy.

2.5 Adverse Event Reporting

In the event of a Serious Adverse Event, as defined in 21 USC 379aa-1(a)(1), Client will promptly notify OKC and authorizes OKC to either notify the Manufacturer to submit the required reports or submit a Serious Adverse Event Report to the Secretary of Health and Human Services. OKC will quarantine affected Products until the matter is addressed.

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 at the time of Order placement. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.

3.2 Client-Supplied Packaging

If Client elects to provide custom packaging materials ("Client Packaging"), Client shall ensure all such Client Packaging complies with the Product Packaging Guidelines and applicable law. Client shall bear all associated costs. 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 and Pouches — including any claims made on packaging, websites, or promotional materials — comply with all laws, including those of the FDA and FTC. OKC shall have no responsibility 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"). No rights or licenses to any OKC IP are granted to Client except as expressly granted herein.

4.2 Client Intellectual Property

Client retains all right, title, and interest in and to 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.

5. Confidentiality

"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. Receiving Party shall not disclose, use, or permit the use of any Confidential Information except as necessary to perform its obligations and 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.

6. Representations & 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 necessary to lawfully sell the Products and perform the Services.

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 necessary to lawfully transmit the Data to OKC, (iv) all promotional materials used by Client comply with applicable law, and (v) it will make no claims about 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. The OKC Technology is provided on an "as-is" basis. 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 to defend, indemnify, and hold harmless the other from all third-party claims and associated losses arising out of: (i) actual or alleged infringement of any intellectual property or proprietary rights, or (ii) a party's gross negligence or willful misconduct.

6.5 Client Indemnification

Client shall defend, indemnify, and hold harmless OKC from all claims and associated losses arising out of: (i) Third Party Products, except where directly related to OKC's 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 lost profits and business opportunities), or (ii) direct damages exceeding the amount paid by Client under the Order under which such damages arose.

7. General Provisions

In the event of a dispute, the parties agree to first attempt to resolve in good faith for at least thirty (30) days, then submit to mediation in the state and county of the initial respondent party. This Agreement shall be governed by the laws of Nevada, without regard to its conflict of laws principles. Venue shall be a court located in Washoe County, Nevada. No action arising out of this Agreement may be brought more than two years after the cause of action accrued. Neither party may assign this Agreement without the other party's prior written consent which shall not be unreasonably withheld. If any provision of this Agreement is found unenforceable, it will be severed and the rest of the Agreement will remain in full force. This Agreement contains the entire understanding between the parties and supersedes all prior agreements regarding the subject matter hereof.

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