Wholesale Terms of Use, Sale & Minimum Advertised Price (MAP) Policy

1Brand Integrity & Commercial Positioning

Sloth MD® is a premium practitioner-formulated wellness brand built upon clinical integrity, scientific formulation, regulatory compliance, and long-term consumer trust. Our wholesale relationships are not structured solely around product distribution, but around preserving a carefully developed premium ecosystem that protects brand value, consumer confidence, and strategic retail growth. Because our products are positioned within a high-trust wellness category, all wholesale partners are expected to operate in a manner that aligns with Sloth MD®’s broader standards of professional presentation, lawful compliance, and sustainable market development.

Sloth MD® maintains strict control over:

• Brand presentation
• Product pricing
• Label integrity
• Marketplace positioning
• Consumer messaging
• Regulatory standards
• Wholesale relationships

Wholesale partners are expected to preserve and reinforce Sloth MD®’s premium brand positioning at all times. Failure to maintain brand standards may result in immediate termination.

2Eligibility for Wholesale Accounts

Wholesale access to Sloth MD® products is granted exclusively at the Company’s discretion and is reserved for qualified partners whose business practices, market presence, and operational standards align with our brand values. We carefully evaluate prospective wholesale relationships to ensure that partners are capable of maintaining premium positioning, lawful regulatory practices, and appropriate market representation. Approval as a wholesale buyer does not create automatic entitlement to continued access and may be reviewed periodically.

Applicants may be required to provide:

• Valid business registration
• Tax documentation
• Resale certificates where applicable
• Operational sales channels
• Regulatory compliance confirmation
• Market strategy overview

Sloth MD® reserves the right to approve, deny, suspend, or terminate wholesale accounts without obligation.

3Authorized Sales Channels

Because uncontrolled marketplace distribution can rapidly erode premium pricing integrity, consumer trust, and regulatory consistency, Sloth MD® restricts wholesale sales to approved commercial channels only. Wholesale partners are expected to maintain transparency regarding where and how products are sold, ensuring that all distribution channels align with brand standards and commercial strategy.

Unauthorized channels may include:

• Amazon (unless explicitly approved)
• Walmart Marketplace
• eBay
• Third-party discount marketplaces
• Unauthorized international export
• Grey market diversion
• Unauthorized sub-distribution

Partners may not redistribute products to unapproved third parties without prior written authorization.

4Wholesale Ordering Terms

Minimum Order Quantities (MOQ)

Wholesale orders may be subject to:

• Opening order minimums
• Reorder minimums
• Territory-specific requirements
• Product-specific case pack requirements

Payment Terms

Unless otherwise agreed in writing:

• Payment due prior to shipment
• Approved wholesale credit terms subject to underwriting
• Late payments may result in suspension
• Chargebacks or payment disputes may trigger termination

Shipping Terms

• FOB / EXW / distributor-specific terms as agreed
• Freight responsibility defined per agreement
• Customs, duties, and import compliance remain buyer responsibility unless otherwise stated

5Pricing Integrity & MAP Policy

Minimum Advertised Price (MAP)

Sloth MD® enforces a strict unilateral Minimum Advertised Price (MAP) policy as a foundational component of its premium commercial strategy. This policy is designed not merely to control pricing, but to preserve long-term brand equity, protect retailer margins, maintain fair channel competition, and prevent value erosion caused by uncontrolled discounting. Our pricing philosophy reflects the belief that premium clinical products should compete on quality, trust, and strategic positioning rather than price degradation.

• Premium market positioning
• Retailer profitability
• Brand consistency
• Consumer trust
• Channel fairness

Authorized partners may not advertise products below published MAP pricing in any public-facing medium, including:

• Websites
• Social media
• Online marketplaces
• Paid ads
• Email campaigns
• Print materials
• SMS marketing
• Affiliate promotions

6Current MAP Structure

Each product must be individually advertised at or above Sloth MD®’s current approved MAP schedule.

Prohibited

• Coupons
• Promotional codes
• “Buy one get one” offers
• Bundled discounting
• Loyalty discounts reducing visible price
• Flash sales
• Cart manipulation
• Hidden pricing schemes
• “See price in cart” strategies
• Clearance pricing without approval

Allowed

From time to time, Sloth MD® may unilaterally designate specific promotional events during which different pricing applies. Examples may include:

• National Sloth Day
• Corporate anniversaries
• Discontinued lot liquidation
• Strategic brand campaigns

Any such promotional window is announced by Sloth MD® at its sole discretion and applies uniformly to all authorized partners. Sloth MD® does not negotiate individualized pricing exceptions with specific partners.

7Brand Representation Requirements

Wholesale partners serve as extensions of the Sloth MD® brand in their respective markets. As such, all partners are expected to represent the brand accurately, professionally, and in full compliance with applicable laws. This includes maintaining approved marketing language, preserving packaging integrity, avoiding unauthorized health claims, and ensuring that consumer-facing communications reflect the practitioner-informed standards upon which Sloth MD® is built.

• Use approved product images
• Maintain accurate product descriptions
• Avoid unauthorized medical claims
• Follow FDA/FTC/Health Canada applicable regulations
• Avoid misleading disease claims
• Preserve trademark integrity
• Use approved logos and collateral only
• Avoid unauthorized packaging changes
• Avoid relabeling without written consent

Sloth MD® reserves approval rights over:

• Marketing materials
• Localization
• Translation
• Label modifications
• Digital campaigns

8Intellectual Property Protection

All Sloth MD® assets remain exclusive property of Sloth MD®, including:

• Trademarks
• Logos
• Product formulations
• Packaging
• Educational materials
• Photography
• Marketing frameworks
• Clinical narratives
• Product positioning

No wholesale relationship grants:

• Ownership rights
• Licensing rights beyond approved resale
• Trademark rights beyond authorized use
• Manufacturing rights
• Reverse engineering rights

9Regulatory Compliance Obligations

While Sloth MD® maintains rigorous internal compliance standards, wholesale and distribution partners are independently responsible for ensuring that all local sales, importation, regulatory, tax, labeling, and advertising practices comply with the laws governing their operating jurisdictions. This is especially important in international markets where supplement regulations, customs requirements, and permissible marketing language may differ substantially.

• Product registration
• Customs compliance
• Tax obligations
• Import regulations
• Labeling laws
• Advertising regulations
• Consumer protection laws

Sloth MD® retains full ownership of all proprietary product information and brand assets.

10Enforcement & Violations

Sloth MD® actively monitors wholesale and reseller compliance to preserve pricing consistency, consumer trust, and legal integrity across all channels. Enforcement of this policy is unilateral and applied consistently to all authorized partners, regardless of size, and may include:

• Immediate written warning
• Suspension of shipments
• Loss of exclusivity consideration
• Marketplace removal requests
• Account suspension
• Permanent termination
• Legal action

Sloth MD® enforces these Terms solely by ceasing to do business with a non-compliant partner; Sloth MD® does not fine partners or condition continued supply on any pricing agreement.

11Non-Circumvention

Sloth MD®’s wholesale ecosystem is built upon substantial investments in product development, manufacturing relationships, supplier integrity, and strategic growth. Accordingly, wholesale partners are strictly prohibited from engaging in conduct that circumvents or exploits proprietary business relationships, confidential information, or supply chain structures for unauthorized competitive advantage. Partners may not:

• Circumvent Sloth MD® supply chains
• Contact manufacturers directly
• Replicate formulas
• Develop derivative products
• Misappropriate strategic relationships
• Exploit confidential business information

12Returns, Refunds & Product Claims

Due to product safety and supplement integrity:

• Opened products are generally non-returnable
• Damaged shipments must be reported promptly
• Unauthorized returns may be refused
• Product claims must align with approved compliance language

13Limitation of Liability

Sloth MD® shall not be liable for:

• Indirect damages
• Marketplace losses
• Regulatory penalties caused by partner misconduct
• Unauthorized claims
• Local compliance failures
• Business interruption

Partners assume responsibility for their own sales practices.

Partner Indemnification

Each partner agrees to defend, indemnify, and hold harmless Sloth MD® from any third-party claims, regulatory penalties, or losses arising out of the partner’s own marketing claims, labeling changes, regulatory non-compliance, or unauthorized use of Sloth MD® intellectual property.

14Governing Law

These Wholesale Terms shall be governed by the laws of the State of Illinois, USA, unless superseded by specific written distribution agreements. Any dispute arising under these Terms shall be brought exclusively in the state or federal courts located in Cook County, Illinois, unless otherwise agreed in writing.

15Policy Updates

Sloth MD® reserves the right to:

• Modify MAP pricing
• Adjust wholesale structures
• Update policies
• Restrict territories
• Change product offerings
• Revoke authorizations

Updates become binding upon written notice or publication.

16Contact Information