Wholesaler Application

Marketing of Products. Purchaser shall use commercially reasonable efforts to market the Products using Uleva supplied marketing materials and information. In no event shall Purchaser make any claims with respect to the Products, use any marketing materials, or engage in any marketing efforts with respect to the Products that have not been preapproved in writing by Uleva. Purchaser shall indemnify, defend and hold Uleva harmless from any claims or violations of law caused by Purchaser’s failure to comply with this Section.

No Disease Claims. In no event shall Purchaser make any statement which either explicitly or implicitly suggests that the Product is meant to diagnose, cure, mitigate, treat, or prevent any disease (collectively, “Disease Claims”). Purchaser acknowledges and agrees that dietary supplements and cosmetic products, such as the Products, are prohibited under federal law from using (both on the package or in promotional material - both paper and digital) any Disease Claims. For example, (i) an express Disease Claim would be that the Product may help symptoms of anxiety because anxiety disorder is a disease, and only drug products are authorized to mitigate symptoms of a disease, and (ii) an implied Disease Claim would be that a product can help resolve joint pain because, since joint pain is a characteristic symptom of arthritis, a known disease, this statement would be categorized as an impermissible disease claim under federal law. Accordingly, Purchaser agrees, as stated above, only those statements/marketing materials approved in writing by Uleva may be used by Purchaser. Purchaser agrees to indemnify, save and hold harmless Uleva from and against any claims based on Purchaser making any expressed or implied Disease Claims.

Limitations. Purchaser may only sell Products through its physical retail locations. Purchaser may not sell or offer to sell any Products through any online marketplace. Further, Purchaser may only sell Products to individual end users. Purchaser may not sell or offer to sell any Products to any third-party distributor, retailer, or commercial enterprise without Uleva’s prior written consent.

Confidentiality. Neither Party shall disclose, transfer or otherwise make available to any third party (other than to such Party's legal advisors and accountants who shall be bound by obligations no less restrictive than the terms of this Section) the terms of this Agreement (including, without limitation pricing), the Product Specifications or any other information pertaining to the Products that is marked confidential by the disclosing Party (collectively "Confidential Information"). Each Party shall give access to Confidential Information solely to those employees and agents and Affiliates with a need to have access thereto. Each Party shall take the same security precautions to protect against disclosure or unauthorized use of the Confidential Information that it takes with its own confidential information of a similar kind, which in no event shall be less than a reasonable standard of care. Neither Party shall be in breach of this provision if Confidential Information is: (a) disclosed with the other Party's prior written approval; (b) known to the general public through no act or omission of the receiving Party; (c) developed independently by the receiving Party without reliance on the Confidential Information; or (d) disclosed pursuant to any judicial or governmental request, requirement or order, provided that reasonable steps are taken to give the other Party sufficient prior notice in order to contest such request, requirement or order.

Independent Contractors. The Parties are acting and shall act as independent contractors. Neither Party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other Party for any purpose. Neither Party will be entitled to: (a) enter into any contracts in the name of or on behalf of the other Party; (b) pledge the credit of the other Party in any way or hold itself out as having authority to do so; or (c) make commitments or incur any charges or expenses for or in the name of the other Party. Neither Party's personnel are, nor shall they be deemed to be at any time during the term of this Agreement, employees of the other Party.