TERMS & CONDITIONS

These Terms & Conditions (“Terms”) are applicable to the use of the Ortho Pack Portal. By use of the Ortho Pack Portal and signature to these Terms, the Practitioner agrees to be bound the requirements set forth herein.

These Terms are limited to the use of the Ortho Pack Portal and shall be followed in concert with the provisions of any Product Reseller Agreement or other document executed with Ortho Molecular Products Inc. (“OMPI”). To the extent these conflict with any Product Reseller Agreement executed with OMPI, the terms of the Product Reseller Agreement shall apply.

1. Obligations and Indemnity of Practitioner

 1.1 By using the Ortho Pack Portal, Practitioner acknowledges and agrees that he, she or it has the requisite knowledge and experience, as a health care practitioner to select the particular combination of ingredients for any products assembled on the Ortho Pack Portal ("OPP Products"). "OPP Products" as defined here shall also constitute "Products" as set out in any Product Reseller Agreement executed with OMPI.

 1.2 Practitioner acknowledge and agrees that Practitioner assumes all responsibility and liability pertaining to the safety of any OPP Products. Practitioner shall indemnify, hold harmless, and defend OMPI and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees or fines, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), incurred by Indemnified Party and arising out of or relating to the formula or combination of ingredients selected by Practitioner in creating any OPP Products.

2. Obligations of OMPI

 2.1 OMPI agrees it will comply with all applicable laws and regulations pertaining to the manufacturing, packaging, labeling, and distribution of Products. OMPI takes on no responsibility for the safety of any Products cause by the combination or amounts of any ingredients in any Products.

3. Termination. Either OMPI or Practitioner may terminate use of the Ortho Pack Portal by the Practitioner at any time.

4. Payment Processing, Sales Tax & Financial Requirement

 4.1 Retail Transactions. All retail orders placed through the Ortho Pack Portal will be processed by a third-party payment processor (the “Payment Processor”) on behalf of Practitioner. The Payment Processor will be responsible for processing Practitioner's customers' purchases of the Products from Practitioner and depositing payments from Practitioner's customers into Practitioner's account. To facilitate Payment Processor's activities, Practitioner must complete all necessary underwriting activities and provide supporting documentation to Payment Processor as needed.

 4.2 Exclusivity. Practitioner acknowledges that the Payment Processor is to be used exclusively with the Ortho Pack Portal. If the Payment Processor provided for the Ortho Pack Portal is found to be used for any transactions outside of the Ortho Pack Portal, Practitioner will assume all responsibility and management of the Payment Processor, including, but not limited to, the liability for any associated fees going forward.

 4.3 Sales Tax. Practitioner is solely liable for the management, collection, and payment of all applicable state sales taxes associated with transactions involving the Ortho Pack Portal. While OMPI will provide access to a third-party sales tax software (the “Sales Tax Software”) for sales tax collection management and reporting access for return remittance. Practitioner acknowledges that OMPI will not provide tax advice or take responsibility for the remittance of taxes.

 4.4 Sales Tax Exemptions. Practitioner shall provide OMPI sales tax exemption certificates for each state in which Practitioner is not subject to applicable sales tax. Practitioner must provide updated exemption paperwork according to all applicable state rules and regulations. Practitioner assumes all liability of incomplete or inaccurate exemption paperwork.

 4.5 Minimum Transaction Requirements. There is a minimum monthly requirement of $1500 in retail transactions. If the monthly minimum is not met, there will be a monthly service fee of $75. The minimum sales requirement will take effect starting the 3rd full calendar month after enrollment. Month 1 will be calculated as the first full calendar month after enrollment.

5. Enforceability, Choice of Law, Venue, Attorney's Fees. This Agreement, including all exhibits, schedules, attachments and appendices attached hereto and thereto, are governed by, and construed in accordance with, the Laws of the State of Wisconsin, without regard to the conflict of laws provisions thereof to the extent these principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of Wisconsin.

6. Applicability and Incorporation of Product Reseller Agreement
To the extent any terms existing in any Product Reseller Agreement executed between Practitioner and OMPI are not covered by or are in conflict with these Terms, the terms in any Product Reseller Agreement apply with equal validity to any OPP Products created by use of the Ortho Pack Portal. Such terms include, but are not limited to, Confidentiality, Intellectual Property Rights, and other Indemnifications.

THE UNDERSIGNED REPRESENTS AND AFFIRMS THEY HAVE THE AUTHORITY TO BIND PRACTITIONER AND/OR HAVE BEEN GIVEN PROPER AUTHORITY BY PRACTITIONER TO ENTER INTO THIS TRANSACTION, AND ALL TERMS AND CONDITIONS ARE HEREBY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO.