Reseller Policy

CALOCURB AUTHORIZED RESELLER POLICY FOR THE UNITED STATES

Effective Date: December 3, 2025

Calocurb Limited (“Calocurb” or “we”) is committed to ensuring that our customers receive high-quality dietary supplements supported by excellent service. To maintain the integrity of our brand, ensure regulatory compliance, and support a strong network of authorized resellers, we require all authorized resellers of Calocurb products (“Product(s)”) in the United States of America to comply with this Calocurb Authorized Reseller Policy for the United States (the “Policy”). By purchasing Products for resale, you (“Reseller” or “you”) agree to adhere to this Policy. Until such status is revoked, in Calocurb’s sole and absolute discretion, you will be an “Authorized Reseller.” This Policy supplements any then-current agreement between you and Calocurb related to the purchase and/or sale of the Products.

1. Authorized Customers.

(a) You are authorized to sell Products only to End Users. An “End User” is any purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party.

(b) You shall not sell or transfer Products to any person or entity you know or have reason to believe intends to resell the Products (including, without limitation other resellers, wholesalers, or distributors). You shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use.

(c) You shall not advertise, sell, ship, or promote the Products outside the United States of America. Exporting or soliciting sales outside the United States of America is strictly prohibited.

(d) Calocurb reserves the right to restrict or prohibit sales to specific individuals or entities at its sole discretion. You agree to adhere to any such restrictions immediately upon request.

2. Online Sales.

(a) You may offer for sale and sell Calocurb 125mg capsule Products through a Permissible Website in accordance with the terms herein.

A “Permissible Website” is a website or mobile application that:
(i) is operated by Reseller in Reseller’s legal name or registered fictitious name;
(ii) has been disclosed to Calocurb during account onboarding or by emailing legal@calocurb.com;
(iii) is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Facebook Marketplace, and Walmart Marketplace); and
(iv) is operated in compliance with the Online Sales Requirements in Exhibit A.

You may advertise on a Permissible Website the availability of Calocurb CLINICAL products (250mg) for purchase in your brick-and-mortar selling location, but you may not sell any Calocurb CLINICAL products through the Permissible Website.

(b) Resellers that are healthcare professionals with a license/certification (if required by law) or a business entity that has a licensed/certified healthcare professional as an owner, member, operator, manager, director, or other similar authority involved in the sales of Products are authorized to sell the Products through a Virtual Dispensary.

A “Virtual Dispensary” is a website, micro-site, or mobile application that:
(i) is operated by an Authorized Distributor in the United States in its legal name or registered fictitious name;
(ii) is used to facilitate Product orders by End Users on behalf of a healthcare professional Reseller; and
(iii) requires the End User to create an account and login to purchase the Products.

(c) You shall not offer for sale or sell Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, and Walmart Marketplace), mobile application, or other online forum other than a Permissible Website (125mg Products only) or a Virtual Dispensary without our prior written consent.

(d) Calocurb may terminate, at any time and in its sole discretion, its approval for you to offer for sale and sell some or all Products on a Permissible Website and/or Virtual Dispensary. You agree to cease sales upon notice of such termination.

(e) The terms of this Policy supersede any prior agreement between Calocurb and Reseller regarding the sale of the Products on or through websites, mobile applications, online marketplaces, and other online forums. Any authorization previously granted to you by Calocurb to sell the Products online that is inconsistent with this Policy is revoked.

3. Use of Intellectual Property.

(a) You acknowledge and agree that Calocurb owns all proprietary rights in and to the Calocurb brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Calocurb IP”). You are granted a limited, non-exclusive, non-transferable, revocable license to use the Calocurb IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of your status as an Authorized Reseller. All goodwill arising from your use of the Calocurb IP shall inure solely to the benefit of Calocurb.

(b) Your use of the Calocurb IP shall comply with any guidelines that we may provide and must be commercially reasonable as to the size, placement, and other manners of use. We reserve the right to review and approve, in our sole discretion, your use or intended use of the Calocurb IP at any time, without limitation.

(c) In marketing the Products, you shall only use images of Products either supplied by or authorized by Calocurb and shall ensure that all Product images and descriptions are accurate and up to date.

(d) You shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Product name or trademark, nor a misspelling or confusingly similar variation of the same.

4. Online Advertising and Paid Search

(a) Resellers may not use Calocurb’s trademarks or any confusingly similar terms in search engine advertising or keyword bidding without written consent.

(b) Use of misleading terms such as “official,” “original,” “discount,” or “clearance” in connection with Calocurb products is prohibited.

(c) Advertising must not make unapproved health or product claims, per applicable dietary supplement marketing laws.

5. Sales Practices.

(a) You must conduct your business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. You shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Calocurb or the Products.

(b) You shall not make any marketing claims, warranties or representations concerning the Products except as substantiated and expressly authorized by Calocurb. All product representations must be truthful and comply with U.S. dietary supplement regulations (e.g., FDA). No unauthorized health or therapeutic claims may be made.

(c) You shall comply with all applicable laws, rules, regulations, and policies (i) applicable to your business; (ii) related to the marketing and sale of the Products; and/or (iii) regarding dietary supplements, advertising, and product claims.

6. Product Care, Customer Service, and Other Quality Controls. 

You must comply with the Product Care, Customer Service, and Other Quality Controls in Exhibit B.

7. Minimum Advertised Price Policy.

Calocurb has a unilateral Minimum Advertised Price Policy (“MAP Policy”) that applies to all Authorized Resellers advertising in the United States of America. This Section is intended to inform you of the MAP Policy. It does not constitute consideration for this agreement between you and Calocurb, and does not separately constitute an agreement between you and Calocurb regarding the price you will charge your customers for the Products. Calocurb does not seek, nor will it accept, from Reseller any assurance of compliance with the MAP Policy.

8. Enforcement.

(a) We may review your activities for compliance with this Policy, and you agree to cooperate with any such investigation, including, but not limited to, permitting inspection of your facilities and records related to the sale of the Products.

(b) Violation of this Policy may result in immediate revocation of your Authorized Reseller status, suspension of your account, cancellation of purchase orders, instructing our distributors to cease supplying Products to you, or other actions as permitted by law.

(c) We may terminate your status as an Authorized Reseller with written notice. Upon termination of your status as an Authorized Reseller, you shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that you are an Authorized Reseller or have any affiliation whatsoever with Calocurb; and (iii) using all Calocurb IP.

9. Modification.

We may update this Policy at any time. Unless otherwise provided, amendments will take effect immediately, and your continued use, advertising, offering for sale, or sale of the Products, use of the Calocurb IP, or use of any other information or materials provided by Calocurb to you will be deemed acceptance of the new terms.

10. Contact.

All questions regarding this Policy should be directed to: legal@calocurb.com.

EXHIBIT A : ONLINE SALES REQUIREMENTS

1.) A Permissible Website must not give the appearance that it is operated by Calocurb or any party other than Reseller.

2.) Anonymous sales are prohibited. A Permissible Website must conspicuously state your full legal or registered fictitious name, mailing address, and other contact information (e.g., telephone, chat, email).

3.) You must provide an order confirmation and maintain post-purchase support services consistent with industry standards to ensure a satisfactory online purchasing experience, including, as applicable, shipment notifications, tracking information, and timely customer assistance regarding order status, delivery, or returns.

4.) At Calocurb’s request, you will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Websites.

5.) A Permissible Website must prominently display your return policy describing the terms and conditions under which products may be returned and expressly disclosing any applicable fees or deductions (e.g., restocking fee, handling fee, return shipping costs).

6.) A Permissible Website must have a mechanism for receiving customer feedback, and you shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. You agree to provide copies of any information related to customer feedback (including any responses to customers) related to your sale of the Products to Calocurb for review upon request. You agree to cooperate with Calocurb in the investigation of any negative online review associated with your sale of the Products and to use reasonable efforts to resolve any such reviews. You shall maintain all records related to customer feedback for at least one year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be
construed to require you to disclose identifying information about your customers to Calocurb.

7.) A Permissible Website shall comply with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.

8.) You must ensure that the design, content, and functionality of the Permissible Website reflects favorably on our brand and meets commercially reasonable standards of professionalism, accuracy, and customer experience.

9.) You must adhere to any guidelines that we provide related to order fulfillment. We reserve the right to review and approve fulfillment practices, including any drop-shipment arrangement (where a third party ships Products on your behalf to your customers).

10.) You shall not permit orders to be fulfilled in any way that results in the shipped Product coming from stock other than your own.

EXHIBIT B : PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

1.) You must comply with all instructions provided by Calocurb regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight.

2.) Products must be sold in original, unaltered packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted without Calocurb’s prior written approval.

3.) Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging. Do not dilute Products.

4.) Do not resell any Product that has been returned opened or repackaged.

5.) Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to Calocurb at legal@calocurb.com.

6.) Inspect inventory regularly for expired Products and Products that will expire in fewer days than the number of daily servings contained in the Product, as listed on the Supplement Facts (collectively, “Expired Products”). Do not sell any Expired Products. Destroy or dispose of Expired Products in accordance with instructions provided by Calocurb and applicable law.

7.) Provide informed, responsive customer service. Sales staff should be trained on Calocurb’s product benefits and recommended use.

8.) Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by Calocurb. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party. Calocurb reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to Calocurb. Cooperate with Calocurb in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.

9.) If applicable, you may use a “Permissible Delivery Service,” which is defined as a third-party vendor that provides services to pick up Products from you for prompt delivery to End Users (but does not provide warehousing or storage services) and may also provide payment collection services via the service’s website or mobile application.

10.) As between you and Calocurb, you shall be responsible for all fulfillment to your customers who order Products, any applicable taxes associated with such purchases of Products, and any returns of Products.

11.) You must cooperate with Calocurb with respect to any Product tracking systems that may be implemented from time to time.

12.) You must cooperate with Calocurb with respect to any Product recall or other consumer safety information dissemination efforts.

13.) You must implement commercially reasonable loss prevention and anti-diversion measures. Notify Calocurb promptly in the event of a theft or other loss of a material quantity of Products.

14.) You must report to Calocurb any customer complaint or adverse claim regarding the Products and assist Calocurb in investigating any such complaints or adverse claims.

15.) You must cooperate with Calocurb in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

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