“By purchasing from this store, I confirm that I am at least 21 years old and agree to the terms and conditions regarding kratom purchases, including compliance with all local and state laws.”

TERMS AND CONDITIONS OF SALES : KOK Bulk Ingredients Company 

1. Definitions. “Seller” means KOK Bulk Ingredients Company, LLC; “Buyer” means any legal entity ordering Product(s) from Seller; “Product(s)” means any products or services proposed or provided by Seller; “Terms” means the present Terms and Conditions of Sales.  

2. Scope of Application. These Terms apply to all sales of Products to Buyer, including such  sales occurring prior to the date hereof. Unless otherwise expressly agreed, all amendments by Buyer to these Terms and all other terms, in particular Buyer’s general terms of purchase, are expressly excluded. Placement of an order for any Products or receipt of any Products, in  addition to Buyer’s signature on these Terms, shall be deemed as the unreserved acceptance by Buyer of the Terms.  

3. Orders. All price quotations and estimates issued by Seller are nonbinding. An invoice will  only be formed as and when Seller confirms and consents in writing to Buyer’s purchase order or payment. Buyer may not amend or cancel any confirmed order without Seller’s prior written consent.  

4. Price. Unless otherwise agreed in writing, the applicable price is indicated on the  corresponding order confirmation or invoice, which is issued by Seller (“Confirmed Price”).  Should the order price and the Confirmed Price differ, Buyer must inform Seller in writing of  any refusal of the Confirmed Price within three (3) days from receipt of the order invoice.  Unless such written notice is received, the Confirmed Price shall be considered as accepted by Buyer. All prices are provided in US Dollars (“USD”) and subject to the incoterm indicated on the order confirmation or invoice. Seller may adjust the Confirmed Price in the event of a significant increase in the cost of the materials used to manufacture the Products.  

5. Delivery. Delivery dates are provided as non-binding estimates. Buyer may not cancel any  order or claim any indemnity in case of delay in delivery of the order. Risk of loss and damage to the Products shall pass to Buyer upon Seller’s tendering of Products for shipment.  

6. Payment. Unless otherwise agreed in writing, all invoices shall be paid in full without  deduction or deferment (regardless of any claims or disputes), and in accordance with the  condition indicated on the order confirmation or invoice.  

6.1. Third-Party Payments. If a third party makes payments on behalf of Buyer, Buyer shall ensure that the third-party payer is aware of and agrees to these Terms. Both Buyer and any third-party payer shall be jointly and severally liable for any indemnification obligations and any other obligations under this agreement. Any breach of these Terms remains enforceable against both Buyer and the third-party payer, regardless of the source of payment.  

7. Retention of Title. Seller shall retain title to the Products until full payment thereof is  received from Buyer.  

8. Product Acceptance and Return Policy. Buyer shall have the right to inspect the Products  for a period of three (3) business days from the date of delivery (“Inspection Period”). If the  Products do not comply with the specifications outlined in the order confirmation, Buyer may  reject such Products within the Inspection Period by providing written notice, including a  description of the defect. Products not rejected during the Inspection Period will be deemed  accepted. To be eligible for return, Products must be in their original condition and packaging, or packaging that preserves the integrity of the Product as if it were unopened. Buyer may only take a small sample for testing purposes prior to the return. Any tampered, altered, or improperly handled Products are not eligible for return, replacement, or refund. If Buyer utilizes a third-party laboratory for testing, proof of submission must be provided within the Inspection Period, which will extend the return window to up to seven (7) business days from the delivery date to accommodate testing results. The Seller recommends expedited shipping and testing to expedite results. Products not rejected within the extended period with proof of testing will be deemed accepted. If a Product is found defective, the Seller will replace or refund the Product at its discretion. Buyer assumes all risks, costs, and expenses for Products returned without defect.  

THE REMEDIES SET FORTH IN THIS SECTION ARE BUYER’S EXCLUSIVE REMEDY FOR THE DELIVERY OF NONCONFORMING OR DEFECTIVE PRODUCTS.  

9. EXPLICIT WARNING AND RISK ACKNOWLEDGMENT. BY PURCHASING THE  PRODUCTS AND SIGNING THESE TERMS, BUYER EXPLICITLY  

ACKNOWLEDGES THAT BUYER UNDERSTANDS AND ASSUMES ALL RISKS  ASSOCIATED WITH THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THE RISKS OF SERIOUS ADVERSE EVENTS, INCLUDING LIVER TOXICITY,  SEIZURES, AND SUBSTANCE USE DISORDER (SUD). SELLER PROVIDES THIS  

INFORMATION FOR BUYER’S AWARENESS AND BUYER ACKNOWLEDGE THAT BUYER HAS THE RESPONSIBILITY OF INFORMING ITS CUSTOMERS AND END CONSUMERS OF THESE POTENTIAL RISKS. BUYER FURTHER  

ACKNOWLEDGES THAT TO THE EXTENT BUYER SELLS THE PRODUCTS TO  ANY OTHER RESELLER, BUYER SHALL REQUIRE SUCH RESELLER TO  INFORM ANY OTHER PURCHASERS OF THE PRODUCTS OF THE POTENTIAL  RISKS ASSOCIATED WITH KRATOM USE.  

9.1. There are no uses for kratom approved by the U.S. Food and Drug Administration  (FDA), and the FDA has warned consumers not to use kratom products because of  potential adverse effects. FDA’s warnings as to use of kratom products are attached hereto as Exhibit A. Buyer understands and accepts these potential risks. Buyer agrees that it shall provide the warnings in Exhibit A to all of Buyer’s customers who purchase the Products. Additionally, to the extent Buyer sells the Products to any other reseller, Buyer shall require such reseller to provide the warnings in Exhibit A to any other purchasers of the Products.  

9.2. Buyer acknowledges and agrees that KOK Bulk Ingredients Company, LLC, and its officers, employees, agents, and affiliates shall not be liable for any harm or penalty resulting from Buyer’s failure to adequately inform Buyer’s customers of the risks associated with the Products and, specifically, the warnings referenced in Section 9.1 above.  

10. Prohibitions.  

10.1. Buyer shall not sell the Products in Alabama, Arkansas, Indiana, Rhode Island,  Vermont, Wisconsin, Washington D.C., or any other state or territory in which the  Products and/or the Products’ psychoactive components are deemed controlled substances or are otherwise considered illegal. Additionally, Buyer shall comply with all other state regulations concerning the Products, including, but not limited to, age restrictions for purchasers.  

10.2. Buyer shall not: (i) refer to the Products as a drug, dietary supplement, or food additive;  (ii) make any claims about the ability of the Products to cure, treat, or prevent disease; or (iii) make any claims about the ability the Products to treat opioid addiction and withdrawal and other serious medical conditions.  

11. DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES; NON RELIANCE. BUYER ACKNOWLEDGES AND AGREES (A) NEITHER SELLER NOR  ANY PERSON ON SELLERS’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR  IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR  WRITTEN, INCLUDING, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, TITLE, OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON MANUFACTURER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS.  

12. Liability. To the extent permissible by applicable law, Seller’s liability shall in no event  exceed the sale price to Buyer of the disputed Products, as indicated on the corresponding  invoice. Seller shall not be liable for any indirect, incidental, special, punitive, or consequential damages whatsoever (including any loss of profits, sales, contracts, or goodwill), arising from a claim by Buyer or a third party and relating to the Products. Unless otherwise expressly stated in writing by the Seller, all Products are sold “as is” and are not intended for direct human consumption without undergoing further processing. Such processing may include, but is not limited to, sterilization, laboratory testing, and packaging accompanied by appropriate usage instructions, warnings, and labeling in compliance with applicable laws and regulations. The Products are not a drug, dietary supplement, or food additive and are not intended to cure, treat, or prevent any disease. Seller assumes no liability for any: (i) unauthorized or unintended use of the Products; (ii) claims by Buyer that the Products may cure, treat, or prevent any disease; or (iii) claims by Buyer that the Products may treat opioid addiction and withdrawal and other serious medical conditions. The Products have not been evaluated by the FDA and are not intended for any use other than as a raw material. Buyer assumes all responsibility for the safe handling and processing of the Products. 

13. Indemnification by Buyer. Buyer shall at all times indemnify, defend, and hold harmless  KOK Bulk Ingredients Company, LLC, its officers, employees, agents, and affiliates, from and against any and all claims, losses, damages, liabilities, injuries, costs, or expenses, including without limitation expenses of litigation, arbitration, mediation, and reasonable attorneys’ fees, in connection with any claims made or suits or actions of any kind brought against KOK Bulk Ingredients Company, LLC: (i) relating to the Products or services purchased by Buyer, whether due to the Products’ inherent properties, alleged defects, or any other cause; (ii) arising out of the negligence, willful misconduct, misrepresentation, or a material breach by Buyer, Buyer’s officers, employees, agents, affiliates, or any third party to whom Buyer has supplied the Products; (iii) as a result of the death or injury to any person or persons, damage to property, or any other harm resulting from the use or misuse of the Products, regardless of whether such use is authorized or not; (iv) arising out of Buyer’s failure to provide adequate warnings,  instructions, or information to its customers or end-consumers about the potential risks, proper use, or handling of the Products in accordance with Section 9; (v) arising out of any violation or alleged violation of any local, state, federal, or international laws, regulations, or standards by Buyer related to the Products or its use; or (vi) arising out of Buyer’s breach of any provision of these Terms, including, but not limited to, Section 9 and Section 10.  

14. Confidentiality. Buyer understands and acknowledges that Buyer may receive or become  aware of confidential or proprietary information belonging or relating to Seller or its suppliers and customers, including without limitation information related to its business, business plans, 

affairs, recipes, formulas, pricing information, financial data, trade secrets, and customer lists or activities (“Confidential Information”). In consideration of such Confidential Information being disclosed or otherwise made available to Buyer, each Buyer undertakes that it shall not at any time, either before or after the termination of this Agreement, and either directly or indirectly, disclose, divulge or use any Confidential Information, except to the extent such Confidential Information (i) is now in or hereafter becomes a part of the public domain through no fault of Buyer, its employees or agents or (ii) is required by applicable law to be disclosed by the Buyer in question; provided that Buyer required by applicable law to disclose Confidential Information shall provide Seller with prompt notice of any such requirement so that Seller may seek an appropriate protective order or other reliable assurance that confidential treatment shall be accorded the Confidential Information.  

15. Force Majeure. Seller shall not be held liable for any failure or delay in performing any  obligation where such failure or delay results in whole or in part from any event beyond the  control of Seller, including but not limited to acts of God (earthquake, tsunami, tidal wave,  tornado, volcanic eruption, or other extreme weather or natural event), flooding, fire, exposition, epidemic, pandemic, war or threat of war, terrorism, strike, or other labor dispute, riot, civil unrest, embargo, delay caused by a sub-contractor or supplier, lack of transportation facilities, shortage of energy resources or raw materials, judicial or government action or decision.  

16. Assignment. Buyer shall not assign or otherwise transfer any rights of obligations accrued  under these Terms without the prior written consent of Seller. These Terms, together with all  rights and obligations arising from it, shall be binding on any permitted Buyer’s successors or assignees (whether resulting from a merger, share transfer, liquidation, or any other reason), and the said rights and obligations shall not be encumbered or assigned by Buyer without the prior written agreement of Seller. 

17. Revisions. Seller reserves the right at any time to amend these Terms and to impose new or  additional terms or conditions. Such modifications and additional terms or conditions shall be  effective immediately and incorporated into these Terms. Any and all revisions made by Seller must be made in writing. Buyer’s continued order or payment shall be deemed acceptance thereof.  

18. Severability. If any provision of these Terms is held invalid or unenforceable, such provision  shall thereupon be deemed modified only to the extent necessary to render the same valid or  eliminated from these Terms, as the situation may require, and these Terms shall be enforced  and construed as if such provision had been included herein as so modified or eliminated, as the case may be.  

19. Applicable Law and Jurisdiction. All disputes arising from the sale of Products or the  interpretation of these Terms will be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflict of laws principles, and submitted to the  exclusivity of the state or federal courts located in the State of Wyoming. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the courts of the State of Wyoming sitting in Sheridan County.  

20. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT  ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS, INCLUDING  EXHIBITS ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE  

COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY  IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR  RELATING TO THESE TERMS.  

21. Legal Fees. In the event any action is brought to enforce these Terms, the prevailing party  shall be entitled to recover its cost of enforcement, including without limitation, reasonable  attorneys’ fees and court costs.  

IN WITNESS WHEREOF, the parties hereby agree to be bound by these terms.  

EXHIBIT A  

FDA WARNINGS  

Kratom is not lawfully marketed in the U.S. as a drug product, a dietary supplement, or a food additive in conventional food.  

FDA has warned consumers not to use kratom because of the risk of serious adverse events, including liver toxicity, seizures, and substance abuse disorder (SUD). In rare cases, deaths have been associated with kratom use, as confirmed by a medical examiner or toxicology reports. However, in these cases, kratom was usually used in combination with other drugs, and the contribution of kratom in deaths is unclear.  

Cases of kratom-related SUD have also been observed. In these cases, individuals met certain criteria for SUD, including using kratom for longer than intended, using more kratom than intended, having cravings for kratom, continuing to use kratom despite adverse consequences (either physically or in their personal life), increasing the amount of kratom use to produce the same effect (tolerance), and experiencing withdrawal symptoms when kratom use was stopped (physical dependance).  

FDA is also aware of cases involving neonatal abstinence syndrome, in which newborns experienced withdrawal signs such as jitteriness, irritability, and muscle stiffness following prolonged exposure to kratom prior to birth.  

FDA has warned the public when certain kratom products were contaminated with Salmonella and/or concerning levels of heavy metals. These contaminants can put people at risk and can result in numerous documented illnesses.