kalteramso.com and the KALTERA Partner Portal

Kaltera Management Group LLC

Version 1. Effective date: October 26, 2026

ARTICLE 1. ACCEPTANCE AND SCOPE

1.1 Who we are. These Terms and Conditions (the “Terms”) are a binding agreement between you and Kaltera Management Group LLC, a Delaware limited liability company doing business as KALTERA, with its principal office at 401 SW 1st Ave Unit 1709 (“KALTERA”, “we”, “us” or “our”). The Terms govern your access to and use of kalteramso.com, the KALTERA Partner Portal (the “Portal”), the Patient Intake, and every related page, form, application, document and communication we make available (together, the “Site”).

1.2 Acceptance. By accessing the Site, completing the entry confirmation, submitting an application or intake form, creating or using a Portal account, placing an order, or clicking a box that references these Terms, you accept these Terms, the KALTERA Privacy Policy and the KALTERA Full Disclaimer, each of which is incorporated into these Terms by reference. If you do not accept them, do not use the Site. If the Full Disclaimer conflicts with these Terms, these Terms control.

1.3 Authority. If you use the Site on behalf of a healthcare practice, laboratory, institution, company or other entity, you represent that you are authorized to bind that entity to these Terms, and references to “you” include that entity.

1.4 Relationship to the Partner Agreement. Purchases of products are governed by the Clinic Preferred Partner Supply Agreement, together with its schedules, exhibits and addenda, including the Sourcing Authorization Addendum, between KALTERA and each verified practice (the “Partner Agreement”). If these Terms conflict with the Partner Agreement on pricing, ordering, payment, delivery, product use, warranties, or liability relating to products, the Partner Agreement controls. These Terms control on all matters relating to use of the Site itself. Nothing on the Site is an offer to sell any product to anyone who has not signed a Partner Agreement.

1.5 Changes. We may revise these Terms at any time by posting the revised version on the Site with a new effective date. For material changes affecting Portal account holders, we will also give notice by email to the account email address at least thirty (30) days before the change takes effect, and continued use of the Portal after that date is acceptance of the change. Changes do not apply to orders placed before the effective date of the change.

ARTICLE 2. WHO MAY USE THE SITE

2.1 Two audiences. The Site serves two audiences, each with its own rules: Licensed Practices, and individuals using the Patient Intake. You must use the Site only in the capacity that truthfully describes you.

2.2 Licensed Practices. The practice side of the Site, including the formulary, pricing and ordering functions, is intended only for healthcare practices located in the United States that hold a current, unrestricted license under which the practice, or a prescriber employed by or contracted with the practice, may lawfully order the products concerned in the state where they will be delivered (each, a “Licensed Practice”). Examples include practices of medicine, osteopathy, nursing with prescriptive authority, dentistry and naturopathic medicine where licensed.

2.3 Research Products and Qualified Researchers. Research Products (defined in Section 5.2) may be ordered only by a Licensed Practice that is purchasing for in vitro laboratory research, that has the facilities, training and controls needed to receive, store, handle and dispose of research chemicals, that has identified on its application the laboratory where Research Products will be used and the individual responsible for that laboratory, and that confirms with each order that the products will be used solely for in vitro laboratory research and will not be administered to any person or animal (in that capacity, a “Qualified Researcher”). Research Products ship only to the designated laboratory address.

2.4 Individuals. Individuals may use only the Patient Intake page and its form, as described in Article 7. KALTERA does not sell any product to individual consumers, does not ship products to residences, and does not accept product requests from individuals. The formulary, pricing and ordering functions are not available to individuals under any circumstances.

2.5 Who may not use the Site. You may not use the practice side of the Site, and we may refuse or end your access at any time, if you are: (a) an individual consumer or a business that does not hold the license described in Section 2.2; (b) a reseller, wholesaler, broker, marketplace, pharmacy buying to dispense, group purchasing organization or anyone who intends to resell, transfer, export or redistribute products; (c) excluded, debarred or suspended from any federal or state healthcare program, or listed on the OIG List of Excluded Individuals and Entities, the SAM exclusion list, or a state Medicaid exclusion list; (d) subject to a licensing board order, consent agreement or other restriction that limits your authority to prescribe, order, purchase or administer the products concerned; (e) under investigation or indictment for a matter relating to prescription products, controlled substances, healthcare fraud or research misconduct; or (f) located in, or seeking delivery to, a jurisdiction where the products concerned may not lawfully be supplied.

2.6 Age. Each individual who uses the Patient Intake must be at least eighteen (18) years of age. Each individual who completes the entry confirmation or uses a Portal account, including each Authorized User, must be at least twenty-one (21) years of age.

ARTICLE 3. ENTRY CONFIRMATION, APPLICATIONS AND VERIFICATION

3.1 Entry confirmation. Before entering the practice side of the Site you are asked to confirm, by selecting the applicable statements, that: (a) you are at least twenty-one (21) years of age; (b) you are a Licensed Practice or an authorized representative of one; (c) you understand that Research Products are for research use only and are not for human or veterinary use, that Practice Products that are prescription drugs or compounded preparations are supplied only on the order of a licensed prescriber, and that KALTERA is not a pharmacy, a healthcare provider or a source of medical advice; and (d) you have read and agree to these Terms, the Privacy Policy and the Full Disclaimer. We record the email address, phone number and category you provide, together with the date, time, IP address and browser of the confirmation, as evidence of your acceptance. This Section is the single statement of the entry confirmation; the Full Disclaimer refers to it.

3.2 Applications. To apply for Portal access you must provide complete, accurate and current information, including the legal name of the practice, the practice address, the license type and number and the National Provider Identifier of each prescriber who will order through the account, any Drug Enforcement Administration registration where relevant, the designated laboratory address and responsible individual if you intend to order Research Products, and any other information or documents we reasonably request. You must notify us in writing within ten (10) days of any change to that information, including any lapse, suspension, restriction or renewal of a license, any change of practice or laboratory address, and any change in the prescribers authorized to order.

3.3 Verification. You authorize us to verify any information you provide, at application and at any later time, by checking licensing boards, the National Plan and Provider Enumeration System, the OIG List of Excluded Individuals and Entities, the SAM exclusion list, state Medicaid exclusion lists, Drug Enforcement Administration records, secretary of state records, and third-party identity and fraud prevention services, and by requesting documents directly from you. We may decline any application, limit the products or categories available to any account, and suspend or end access at any time, with or without stating a reason. Verification is a condition of access, not a guarantee of it, and does not transfer to us any responsibility that you hold for the lawfulness of your own purchasing and use of products.

3.4 Disclosure of credentials to supply facilities. The pharmacies, outsourcing facilities, manufacturers, distributors and testing laboratories through which we source products (each, a “Facility”) require evidence that the products are being supplied to a licensed end user. By applying for access you authorize us to provide your practice name, address, license and registration details, prescriber information and exclusion screening results to Facilities for that purpose, as further described in the Sourcing Authorization Addendum to the Partner Agreement. Each Facility’s own account application, terms of sale and attestations are signed by you directly.

3.5 Formulary and pricing release. The formulary and pricing are released only to accounts whose license has been verified and whose Partner Agreement has been signed. Pricing shown in the Portal is specific to your account and tier and is Confidential Information under Article 10.

ARTICLE 4. PORTAL ACCOUNTS

4.1 Credentials. You are responsible for keeping your sign-in credentials confidential and for all activity under your account, whether or not you authorized it, until you notify us in writing of a compromise and we have had a reasonable opportunity to act. Notify us immediately at info@kalteramso.com if you believe your credentials have been lost, stolen or used without authorization.

4.2 Authorized users. A Licensed Practice may designate individuals employed by or contracted with the practice to use its account (each, an “Authorized User”). The practice is responsible for the acts and omissions of each Authorized User, must ensure that each Authorized User is bound by these Terms, and must remove an Authorized User’s access promptly when that person’s role or employment ends. Orders for Practice Products that are prescription drugs or compounded preparations may be submitted only by, or at the direction and under the signed authorization of, a prescriber licensed to order them.

4.3 Account information. Account and shipping information must be accurate and current. Practice Products are shipped only to the verified practice address on the account, and Research Products only to the designated laboratory address on the account. We do not ship to post office boxes, residential addresses, freight forwarders or any address other than those verified addresses.

4.4 Electronic records and signatures. You consent to receive agreements, confirmations, notices, invoices, certificates of analysis and other records electronically, and you agree that electronic signatures, click-through acceptances and electronic records satisfy any requirement that a record be in writing or signed. To receive electronic records you need a device with a current browser and the ability to receive email and open PDF files. You may withdraw this consent, or request a paper copy of any record, by emailing info@kalteramso.com; withdrawal may end your Portal access. Keep a current email address on file; notices sent to the account email address are effective when sent.

4.5 Suspension and termination. We may suspend or terminate your account at any time if we believe you have breached these Terms or the Partner Agreement, if a license lapses or is restricted, if a verification check returns an adverse result, if an order or a pattern of orders suggests resale, diversion or use inconsistent with the product category, or if required by law or by a Facility. Suspension of the account does not relieve either party of obligations under the Partner Agreement for orders already placed.

ARTICLE 5. PRODUCTS AND THE TWO PRODUCT CATEGORIES

5.1 Two categories. Every product on the formulary is designated in the Portal as either a Research Product or a Practice Product. The designation determines who may order it, what you confirm when you order it, how it is supplied, and which disclaimers apply. The two categories are never combined, substituted for one another, or described using one another’s language. A Research Product is never offered, priced or described as an alternative to any Practice Product, and no communication from KALTERA or its representatives will refer to a Research Product in connection with any patient, treatment or practice category.

5.2 Research Products. “Research Products” are research compounds, including research peptides, that are labeled “For Research Use Only” or “Not for Human or Veterinary Use”. Research Products: (a) are sold by KALTERA to Qualified Researchers solely for in vitro laboratory research; (b) are not drugs, foods, dietary supplements, cosmetics or medical devices, have not been evaluated or approved by the United States Food and Drug Administration (the “FDA”) for any use, and have no established safety, efficacy or dosing for any use in humans or animals; (c) must not be administered, applied, injected, ingested or otherwise introduced into any human or animal, must not be used in any diagnostic procedure, and must not be used in any form of research on human subjects; (d) must be received, stored, handled and disposed of in accordance with the applicable safety data sheet and all applicable laws; and (e) must not be resold, transferred, exported or redistributed. By ordering a Research Product you confirm each of these statements for that order. We will refuse, cancel and report as appropriate any order of Research Products where the account, the order, or any communication indicates intended use in patients.

5.3 Practice Products. “Practice Products” are products that may lawfully be administered to or dispensed for patients by a Licensed Practice, including FDA-approved prescription drugs, compounded preparations prepared by a state-licensed compounding pharmacy or an FDA-registered outsourcing facility, injectable nutrients, which are supplied only as FDA-approved prescription drugs or compounded preparations under paragraphs (b) and (c) below, dietary supplements, and related clinical supplies. Practice Products: (a) are supplied only to a Licensed Practice; (b) where they are prescription drugs or compounded preparations, are supplied only on the written order of a prescriber licensed to prescribe them in the state of delivery, and only from a pharmacy, outsourcing facility, manufacturer or distributor licensed to make that supply into that state; (c) where they are prescription drugs or compounded preparations, are sold or dispensed and shipped to the practice by that licensed pharmacy, outsourcing facility, manufacturer or distributor, which accepts, prices and warrants the order, with KALTERA arranging the supply as the practice’s authorized sourcing representative under the Partner Agreement, so that KALTERA does not sell, take title to, hold, store, repackage, relabel or distribute prescription drugs or compounded preparations; and (d) may be unavailable in some states. Compounded preparations supplied for office use, meaning without a prescription for an identified patient, are sourced only from an outsourcing facility registered with the FDA under section 503B of the Federal Food, Drug, and Cosmetic Act, and only where the law of the state of delivery permits the practice to receive and administer them. Compounded preparations prepared by a pharmacy under section 503A are supplied only against a prescription for an identified patient. Compounded preparations are not FDA-approved, and the FDA does not verify the safety, effectiveness or quality of compounded drugs. KALTERA purchases and resells only dietary supplements and clinical supplies that are not drugs; every injectable product is supplied under paragraphs (b) and (c).

5.4 The prescriber decides. KALTERA does not practice medicine or pharmacy and does not provide medical advice. The decision to order any product, the selection of any product for any patient, the determination of dose, route, frequency and duration, and the supervision of any administration are made solely by the Licensed Practice and its prescribers in the exercise of their independent professional judgment. Handling and storage guidance, onboarding materials and staff training materials we provide are non-clinical, general and informational only.

5.5 Formulary, availability and pricing. The formulary, product availability, Facilities and pricing may change at any time without notice, and products may be discontinued, placed on allocation or limited by quantity. For prescription drugs and compounded preparations, the Portal displays the supplying Facility’s price, invoiced by the Facility to you, and KALTERA’s sourcing fee as separate items; KALTERA does not set the price of any prescription drug or compounded preparation. Pricing in the Portal is stated exclusive of taxes and shipping unless stated otherwise. We may correct typographical, pricing or availability errors in the items we price at any time, including after an order is placed, and you may cancel an affected order at no charge before shipment if you do not accept the correction.

5.6 Certificates of analysis. A certificate of analysis (“COA”) is issued by the Facility that prepared the lot or by an independent testing laboratory, reports the results of the stated tests on a sample of the stated lot at the time of testing, and identifies the Facility. We relay COAs to you as issued and do not alter them. Unless the Portal expressly states that KALTERA commissioned the testing, KALTERA does not itself perform testing. A COA is not a guarantee of the safety, suitability, stability, sterility after shipment, or fitness of any product for any purpose, and it does not change the product category or the product’s regulatory status. Where we describe testing as “third-party” or “independent”, we mean that it was performed by a laboratory that is not the Facility that prepared the lot.

5.7 Product information. Product names, descriptions, specifications, images and documents on the Site are general information. The label, package insert and COA accompanying a product control over any description on the Site. Facility descriptions such as “US-based” or “ISO-style quality systems” are statements about location and about the type of quality system a Facility reports having; they are not statements that the FDA has inspected, registered, licensed or approved the Facility or any product, except where the Site expressly says so for a specific Facility or product.

ARTICLE 6. ORDERS, PAYMENT AND DELIVERY

6.1 Placing orders. Orders are placed through the Portal, or by another method we approve in writing, and are subject to the Partner Agreement. For Research Products and other products KALTERA sells, an order is an offer to purchase from KALTERA; we may accept or reject it in whole or in part, may limit quantities, and may require additional confirmations or documents before acceptance, and it is accepted only when we send a written order confirmation, and only for the products and quantities confirmed. For prescription drugs and compounded preparations, our confirmation records only that we have transmitted the prescriber’s order to the Facility; the Facility’s acceptance of that order forms the contract of sale between the Facility and you, and the Facility prices and warrants the product.

6.2 Prescription and compounded products. An order for a prescription drug or compounded preparation must be, or must be accompanied by, a valid order signed by a prescriber licensed in the state of delivery, in the form the Facility requires. For patient-specific compounded preparations, the order must identify the patient to the extent the Facility and applicable law require, and the practice remains responsible for the lawfulness of the prescription. An order for an office-use compounded preparation must be directed to a 503B outsourcing facility and must state that it is for office use. KALTERA transmits the order to the Facility and does not alter it, and your prescriber will respond directly to any Facility request to verify an order. Controlled substances are not available through the Site.

6.3 Payment. Payment is due at the time of order unless the Partner Agreement provides otherwise, by a payment method we accept. You authorize us, or our payment processor, to charge your payment method for the order total, applicable taxes and shipping, and you are responsible for all charges incurred under your account. Where KALTERA collects payment for a prescription drug or compounded preparation supplied by a Facility, KALTERA does so as your paying agent, with your funds, as described in the Sourcing Authorization Addendum, and that payment is payment by you to the Facility. Taxes are your responsibility unless you provide a valid exemption certificate; products are supplied for your own use and not for resale, so resale certificates are not accepted.

6.4 Shipping and risk of loss. Products ship from the Facility directly to the verified address on the account. Delivery dates are estimates. Unless the Partner Agreement provides otherwise, risk of loss passes to you on delivery to the carrier at the Facility for Research Products, and in accordance with the Facility’s terms for Practice Products. Temperature-sensitive products are shipped with cold-chain packaging appropriate to the product; you are responsible for having someone available to receive the shipment, for inspecting it on arrival, and for storing it as the label and COA direct.

6.5 Inspection, nonconforming shipments and returns. You must inspect each shipment on receipt and report any damage, shortage, incorrect product, temperature excursion or other nonconformity to us in writing within the period stated in the Partner Agreement or, if none is stated, within two (2) business days of delivery, with photographs where practical. Because products are temperature-sensitive, sterile or prepared to order, products may not be returned except for a nonconformity reported within that period, and then only as we or the Facility direct. For Research Products and any other product KALTERA sells, our sole obligation, and your sole remedy, for a confirmed nonconformity is, at our election, replacement of the product or credit of the price paid for it, unless the Partner Agreement provides otherwise. For prescription drugs and compounded preparations, your remedy is against the supplying Facility under its terms; we will relay your report to the Facility and assist with any return or replacement the Facility authorizes.

6.6 Recalls, holds and quality notices. If a Facility, a regulator or we issue a recall, market withdrawal, hold or quality notice for any product, you will promptly follow the instructions given, quarantine affected product, stop using it and, for Practice Products, stop administering it, and cooperate in locating and returning or destroying it. We will relay the notice to you by email and through the Portal.

6.7 Adverse events and complaints. If you become aware of any adverse event, injury, product complaint, suspected contamination, labeling error or similar issue involving a product, you must notify us within twenty-four (24) hours at info@kalteramso.com with the product, lot number and a description of the issue. We will relay the information to the Facility. Notifying us does not satisfy any obligation you have to report to the FDA, a state board or another authority, and you remain responsible for your own reporting and for the care of your patients.

6.8 No resale, transfer or export. Products are supplied for your own use at the verified address. You may not resell, lend, give, transfer, export or redistribute any product, and you may not supply any product to any individual for self-administration, except that a Practice Product may be dispensed to the practice’s own patient as a lawful prescription or as otherwise permitted by law. No exception applies to Research Products.

ARTICLE 7. PATIENT INTAKE

7.1 What the Patient Intake is. The Patient Intake is a contact form, not a healthcare service. It is a page through which an individual can share basic details and an area of interest so that our team can follow up with general information about independent licensed healthcare providers who may offer the care the individual is interested in, and how to contact them. Our team does not discuss symptoms, diagnoses, treatments or products with you. KALTERA is not a healthcare provider, medical group, pharmacy, laboratory, insurer or telehealth platform.

7.2 No provider relationship. Submitting the intake form does not make you a patient of KALTERA or of any provider, does not create a physician and patient relationship or any other professional relationship, and does not entitle you to any product, prescription, service or price. Any care you later receive will be provided by an independent licensed practitioner under that practitioner’s own agreements, consents, policies and notice of privacy practices, and KALTERA does not control or direct any practitioner’s clinical judgment.

7.3 Not for emergencies. The Patient Intake is not for medical emergencies or urgent concerns. If you have a medical emergency, call 911 or go to the nearest emergency department. Do not use the intake form to describe symptoms or seek a diagnosis.

7.4 Eligibility and availability. Care through independent providers may not be available in every state or for every area of interest, may require an evaluation by the provider, and is never guaranteed.

7.5 Communications. By submitting the intake form you agree that we may contact you by email about the area of care you asked about, as described in the Privacy Policy and Article 11. Contact with individuals who submit an intake form is made by KALTERA personnel only and not by sales representatives.

7.6 No referral compensation. KALTERA receives no fee, commission, rebate or other consideration from any provider for providing information to you or for connecting you with a provider, pays none, and does not select or rank providers by reference to any commercial relationship with KALTERA. KALTERA receives no portion of any professional fee.

ARTICLE 8. ACCEPTABLE USE

8.1 You agree not to: (a) submit false, misleading or incomplete information in any confirmation, application, intake form, order or communication, including about your identity, license, registration, research status, address or intended use; (b) use another person’s or practice’s credentials, license or account, or allow anyone to use yours; (c) access or attempt to access any part of the Site, the Portal, pricing, the formulary or any Facility information that you are not authorized to access; (d) use any robot, scraper, crawler or automated means to access, copy or monitor the Site or its content, or to submit forms; (e) interfere with the security, integrity or operation of the Site, probe or test its vulnerabilities, or circumvent any access control; (f) upload or transmit malicious code; (g) use the Site to send unsolicited communications or to harvest information about other users; (h) use Research Products in any manner described in Section 5.2(c), or describe, market or supply Research Products to any person for use in humans or animals; (i) use the Site, the Portal, the formulary, pricing or any Facility information to compete with KALTERA, to circumvent KALTERA, or on behalf of a competitor or a Facility’s competitor; (j) copy, frame, mirror or republish any part of the Site without our written permission; or (k) use the Site in any manner that violates any law, regulation, licensing standard or professional obligation.

ARTICLE 9. INTELLECTUAL PROPERTY

9.1 Ownership. The Site and everything on it, including text, graphics, photographs, page designs, software, documents, training materials, the formulary and its organization, and the selection and arrangement of content, are owned by KALTERA or its licensors and are protected by copyright, trademark and other laws. Facility documents, including COAs and safety data sheets, remain the property of the issuing Facility or laboratory.

9.2 Limited license. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access the Site, and to view, download and print pages and documents from it, solely for your own internal use in evaluating, applying for and using KALTERA’s services. All other rights are reserved. You may not modify, reproduce, distribute, publicly display, create derivative works from, sell or exploit any part of the Site or its content.

9.3 Trademarks. KALTERA and the KALTERA logo are trademarks or service marks of Kaltera Management Group LLC. Other names and marks on the Site belong to their owners. You may not use our marks in any manner that suggests endorsement, affiliation or sponsorship, or in any manner likely to cause confusion, without our prior written permission.

9.4 Feedback. If you send us suggestions, ideas, comments or other feedback about the Site or our services, you grant us a perpetual, irrevocable, royalty-free license to use them for any purpose without obligation to you.

9.5 Copyright complaints. If you believe content on the Site infringes a copyright you own, send a notice containing the information required by 17 U.S.C. §512(c)(3) to info@kalteramso.com with the subject line “Copyright Notice”.

ARTICLE 10. CONFIDENTIALITY OF PORTAL CONTENT

10.1 Confidential Information. The formulary, pricing, tiers, product availability, Facility pricing and terms, order histories, and any non-public information made available through the Portal or by our account managers or sales representatives are KALTERA’s confidential information (“Confidential Information”). You will use Confidential Information only to evaluate and purchase products for your own use, will restrict access to it to Authorized Users and personnel who need it for that purpose, and will not disclose it to any supplier, competitor of KALTERA, purchasing organization or online forum, or use it to obtain products other than through KALTERA, without our prior written consent. You may disclose a COA, a safety data sheet and the identity of the preparing Facility to regulators, licensing boards, your patients, your insurers and your professional advisors as your practice requires. These obligations supplement, and do not replace, the confidentiality provisions of the Partner Agreement.

10.2 Exceptions. Confidential Information does not include information that is or becomes public through no fault of yours, that you can show you lawfully possessed before receiving it from us, or that you are required to disclose by law or legal process, provided you give us prompt notice so that we may seek protection.

ARTICLE 11. COMMUNICATIONS AND CONSENT

11.1 Email. By applying for access, holding an account or submitting an intake form, you agree that we may contact you by email about your application, account, orders, products, supply, compliance matters, and our services. For Licensed Practices, that contact may also come from our account managers and independent sales representatives; for individuals who submit a Patient Intake form, contact is made by KALTERA personnel only. You may opt out of marketing emails by using the unsubscribe link in any marketing email or by writing to info@kalteramso.com; we will continue to send transactional and compliance communications.

11.2 Text messages. If you hold or are applying for a Portal account, provide a mobile number and select the text message option, you consent to receive text messages from us at that number, which may be sent using an automatic telephone dialing system or other automated technology, about your application, account, orders, shipments, recalls and quality notices, and, if you separately opt in, marketing. Message frequency varies. Message and data rates may apply. Reply STOP to cancel, or tell us in any other reasonable way, and HELP for help. Carriers are not liable for delayed or undelivered messages. Consent to marketing texts is not a condition of any purchase or of access to the Site. You represent that you are the subscriber or customary user of the number provided and will notify us if you give it up. We do not send text messages to individuals who use the Patient Intake.

11.3 Calls. You agree that we and our representatives may call you at the numbers you provide about your application, account, orders and supply. We do not use automated dialing systems or prerecorded voice messages for marketing calls without separate express written consent.

ARTICLE 12. THIRD-PARTY SITES AND SERVICES

12.1 The Site may contain links to, or integrate services from, third parties, including Facilities, laboratories, payment processors, electronic signature providers and shipping carriers. Those sites and services are governed by their own terms and privacy policies. We do not control them and are not responsible for their content, practices or availability. Links are provided for convenience and are not an endorsement.

ARTICLE 13. DISCLAIMERS

13.1 Site provided as is. THE SITE, THE PORTAL AND ALL CONTENT, INFORMATION, DOCUMENTS AND SERVICES MADE AVAILABLE THROUGH THEM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY OR FREEDOM FROM ERRORS, VIRUSES OR INTERRUPTION. WE DO NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS, THAT ACCESS WILL BE UNINTERRUPTED, OR THAT ANY INFORMATION ON THE SITE IS CURRENT.

13.2 Products. ANY WARRANTY RELATING TO A PRODUCT KALTERA SELLS IS SET OUT SOLELY IN THE PARTNER AGREEMENT. ANY WARRANTY RELATING TO A PRESCRIPTION DRUG OR COMPOUNDED PREPARATION IS GIVEN SOLELY BY THE SUPPLYING FACILITY UNDER ITS TERMS. KALTERA MAKES NO WARRANTY, REPRESENTATION OR CLAIM OF ANY KIND ABOUT THE SAFETY, EFFICACY, SUITABILITY, PERFORMANCE, STABILITY OR REGULATORY STATUS OF ANY PRODUCT FOR ANY USE, AND NO STATEMENT ON THE SITE, IN ANY MARKETING MATERIAL, OR BY ANY ACCOUNT MANAGER OR SALES REPRESENTATIVE CREATES ONE. THE FULL DISCLAIMER FORMS PART OF THIS ARTICLE.

13.3 No professional advice. NOTHING ON THE SITE IS MEDICAL, PHARMACEUTICAL, LEGAL, REGULATORY, TAX OR FINANCIAL ADVICE. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER YOUR PURCHASE, POSSESSION, ADMINISTRATION AND USE OF ANY PRODUCT IS LAWFUL AND APPROPRIATE IN YOUR JURISDICTION AND WITHIN YOUR SCOPE OF PRACTICE.

13.4 Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. Nothing in these Terms limits any warranty or liability that cannot be limited by law.

ARTICLE 14. LIMITATION OF LIABILITY

14.1 Exclusion of certain damages. TO THE FULLEST EXTENT PERMITTED BY LAW, KALTERA, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, SALES REPRESENTATIVES, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR USE, ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, KALTERA’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS, OTHER THAN LIABILITY RELATING TO PRODUCTS, WHICH IS GOVERNED SOLELY BY THE PARTNER AGREEMENT AND, FOR PRESCRIPTION DRUGS AND COMPOUNDED PREPARATIONS, BY THE SUPPLYING FACILITY’S TERMS, WILL NOT EXCEED THE GREATER OF FIVE HUNDRED DOLLARS ($500) AND THE AMOUNTS YOU PAID TO KALTERA FOR SITE SERVICES, EXCLUDING PRODUCT PURCHASES, IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions. The exclusions and limitations in this Article do not apply to liability for fraud, for willful misconduct, for gross negligence, or for death or personal injury to the extent liability cannot be limited by law, or to any other liability that cannot be excluded or limited under applicable law. They apply regardless of whether a remedy fails of its essential purpose.

14.4 Basis of the bargain. You acknowledge that the disclaimers and limitations in Articles 13 and 14 are an essential basis of the bargain between you and KALTERA and that KALTERA would not make the Site available without them.

ARTICLE 15. INDEMNIFICATION

15.1 You will defend, indemnify and hold harmless KALTERA and its members, managers, officers, employees, contractors, sales representatives, licensors and Facilities from and against all claims, demands, investigations, losses, liabilities, damages, penalties, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) your breach of these Terms, the Full Disclaimer or the Partner Agreement; (b) any inaccurate, false or misleading information you provide, including about your identity, license, registration, research status, address or intended use; (c) your use of the Site or any product in violation of law or of the product’s designated category, including any administration of a Research Product to any human or animal; (d) any prescription, order, product selection, dosing, administration, supervision, patient care or other clinical act or omission of you, your prescribers or your personnel; (e) any claim by a patient, employee, contractor or other person arising from your practice or research activities; and (f) any act or omission of your Authorized Users. We may assume the defense of any matter subject to indemnification at your expense, and you will cooperate and will not settle any matter in a way that imposes obligations on us without our written consent.

ARTICLE 16. TERM, SUSPENSION AND TERMINATION

16.1 These Terms apply from the moment you first use the Site and continue until terminated. You may stop using the Site at any time and may close your account by written notice. We may suspend or terminate your access or account as described in Section 4.5 and Section 2.5. Termination does not affect obligations accrued before termination, and Articles 5, 9, 10, 13, 14, 15, 17 and 18 and Sections 6.5 to 6.8 survive termination.

ARTICLE 17. GOVERNING LAW AND DISPUTES

17.1 Governing law. These Terms, and any dispute arising out of or relating to them or the Site, are governed by the laws of the State of Florida, without regard to its conflict of law rules, and by applicable federal law.

17.2 Informal resolution. Before starting any proceeding, a party will give the other written notice describing the dispute and will make a good-faith effort to resolve it through discussion for at least thirty (30) days after the notice. This Section does not apply to a request for injunctive relief or to a claim relating to intellectual property or Confidential Information.

17.3 Venue. Any proceeding arising out of or relating to these Terms or the Site will be brought exclusively in the state or federal courts located in Broward County, Florida, and each party consents to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum. KALTERA may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information or the integrity of the Site.

17.4 Jury trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE.

17.5 Individual claims. To the fullest extent permitted by law, each party will bring claims only in its individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.

17.6 Notice of claims. You will give us written notice of any claim relating to the Site within one (1) year after you knew or should have known of it. The informal resolution period in Section 17.2 tolls any limitation period while it runs. This Section does not apply to claims under the Partner Agreement, which are governed by its terms.

17.7 Attorneys’ fees. In any proceeding arising out of or relating to these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs from the other party, in addition to any other relief.

ARTICLE 18. GENERAL

18.1 Entire agreement. These Terms, together with the Privacy Policy, the Full Disclaimer and, for product purchases, the Partner Agreement, are the entire agreement between you and KALTERA regarding the Site and supersede all prior or contemporaneous communications about it.

18.2 Severability. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.

18.3 No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later. A waiver is effective only if in writing and signed by us.

18.4 Assignment. You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, reorganization or sale of assets.

18.5 Notices. Notices to us under Sections 3.2, 4.1, 6.5, 6.6 and 6.7 may be given by email alone. All other notices to us must be sent by email to info@kalteramso.com and by mail to the address in Section 1.1, attention Legal. Notices to you may be sent to the email address on your account or displayed on the Site.

18.6 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including acts of government, regulatory action, Facility or carrier failure, shortages of materials, labor disputes, epidemics, weather, utility or internet failures, and cyberattacks.

18.7 United States only. The Site is operated from and intended for use in the United States. We make no representation that the Site or any product is appropriate or available elsewhere, and products are not exported.

18.8 Independent sales representatives. KALTERA engages independent sales representatives who are not employees of KALTERA and who have no authority to bind KALTERA, to vary these Terms or the Partner Agreement, to make any representation about any product beyond KALTERA’s approved materials, or to give clinical guidance. Any statement by a representative that goes beyond approved materials is not a statement of KALTERA. If you receive such a statement, report it to info@kalteramso.com and we will correct it in writing.

18.9 Headings and interpretation. Headings are for convenience only. “Including” means “including without limitation”. No rule of construction against the drafter applies.

18.10 Contact. Questions about these Terms may be sent to info@kalteramso.com or to the address in Section 1.1.