THIS RETAILER AGREEMENT (“Agreement”) is made by and between Viome Life Sciences, Inc. a Delaware corporation having a place of business at 205 108th Ave NE Suite 150, Bellevue, WA 98004 (“Viome”) and the independent retailer signed below (“Dealer”) as of the date Dealer accepts the terms or executes this Agreement (the “Effective Date”). Viome and Dealer may be referred to herein collectively as the “Parties” or individually as a “Party”.

1. Appointment. Subject to the terms and conditions of this Agreement, during the Term, Viome appoints Dealer as an authorized non-exclusive dealer of the Viome products (the “Products”), within the territory identified herein (“Territory”) all of which are set forth on the attached Exhibit A. Dealer acknowledges that it has read and understands the Viome minimum advertised price (MAP) policy (“MAP Policy”), a current version of which is set forth in the attached Exhibit B. For all Products, Dealer will only submit orders to and purchase from Viome directly.

2. Responsibilities. Dealer, during the Term, at its own expense, will do each of the following: (a) promote the sale and use of the Products only to end user customers; (b) promptly and effectively respond to questions and requests regarding any Products, including without limitation from actual and prospective end user purchasers (but not resellers), and from Viome regarding any or all of the customers of Dealer; (c) represent the Products in a professional manner; (d) have and maintain all permits and licenses required by any governmental agency or authority (if any); and (e)comply with all applicable laws and regulations in performing its obligations under this Agreement and with respect to the Products. Dealer will promptly and in a timely fashion (a) comply with whatever request may be made by Viome relating to any law; and (b) promptly notify Viome of any claim or proceedings involving the Products, including reasons for any Product returns by its customers, claimed or suspected defects in the Products.

3. Restrictions. Dealer will not:
(a) advertise, promote, or sell Products in any or all the following ways:
(i) outside the designated Territory;
(ii) under or otherwise using any business name(s) or storefront(s) other than the acceptable variants thereof (as determined by Viome);
(iii) online in any fashion, unless and only to the extent each business name, storefront, website, and marketplace used for such purpose by such Dealer is expressly approved in advance by Viome in writing for such use and which approval has not been rescinded by Viome; and
(iv) search engine marketing campaigns which bid on search terms matching or containing brand names and trademarks owned by Viome.

(b) sell Products in either or all the following ways:
(i) to anyone for resale (including buying Products in large quantities at discounted pricing and reselling them online);
(ii) on any website, including, but not limited to: Amazon.com, Ebay.com, Craigslist.com, Groupon.com, LivingSocial.com, or Woot.com; or
(iii) unauthorized resale and distribution of Products (reselling or distributing Products to anyone other than end user customers unless specifically authorized under a signed reseller or distributor agreement with Viome).

(c) engage in any conduct that is or could be detrimental to the reputation or integrity of any or all of Dealer, Viome and/or Products.

(d) Make unauthorized representations on Viome Products when not expressly authorized by Viome.

(e) Violate or encourage customers to violate the Viome Terms of Service and Privacy Policy that appear on Viome website.

4. Intellectual Property and Proprietary Information. Dealer will not remove or obscure any trademarks, logos or trade designations on or in the Products as delivered to Dealer, that describes the Product or any feature or attribute of the Product (“Marks”) and any other intellectual property rights of Viome ( collectively, “Viome IP”) referenced in copyright and patent notices (“IP Notices”), and will not attach any additional trademarks, logos or trade designations on or to the Products without the express written consent of Viome. Dealer acknowledges and agrees that Viome owns the Marks and Viome IP and that all goodwill and other proprietary rights that are created by or that result from Dealer’s use of a Mark or Viome IP hereunder inure solely to the benefit of Viome. Dealer will at no time contest or aid in contesting the validity or ownership of any Mark or other intellectual property of Viome or take any action in derogation of Viome’s rights therein, including without limitation applying to register any trademark, trade name or other designation that is confusingly similar to any Mark. Dealer will only use Viome IP solely as permitted by Viome in writing. Dealer will use only artwork, images, copy and any other advertising or marketing materials depicting or pertaining to any or all Products or regarding Viome that have been expressly approved by Viome in writing for use by Dealer and which approval has not been rescinded by Viome. Dealer will maintain the confidentiality of all confidential and proprietary information disclosed to the Dealer that by virtue of being unknown to third parties and by nature of the circumstances surrounding the disclosure, that ought to be treated as proprietary or confidential (“Confidential Information”), and Dealer will not use such Confidential Information for any other purpose than to perform its obligations and exercise its rights under this Agreement, and will not disclose such Confidential Information to any third party, except for those who have a need to know under this Agreement.

5. Relationship. The relationship between Viome and Dealer will be that of independent contractors. Notwithstanding the use anywhere of the term “partner,” “affiliate”, “dealer”, “representative”, “agent” or anything similar thereto or any other term(s), nothing regarding the relationship of the Parties expressed or implied in the Agreement or elsewhere will constitute or be deemed to constitute a legal partnership, joint venture or franchise between Viome and Dealer or will constitute or be deemed to constitute Dealer as an agent of Viome for any purpose. Dealer will have no authority or power in any way for any purpose to do any or all the following: (a) bind Viome, (b) contract in the name of Viome, and (c) create a liability against Viome. Dealer is not an agent, franchisee, or partner of Viome and agrees not to hold itself out as such. Dealer acknowledges it has no legal partnership or fiduciary relationship with Viome. Dealer acknowledges that it has no expectation and has received no assurances that any investment by Dealer in the promotion of the Products will be recovered or recouped or that Dealer will obtain any anticipated amount of profits by virtue of this Agreement. ACCORDINGLY, DEALER WAIVES ANY RIGHTS IT MAY HAVE TO RECEIVE ANY DAMAGES THAT ARISE FROM TERMINATION OR EXPIRATION OF THIS AGREEMENT, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

6. Viome Terms of Service & Privacy Policy. Dealer acknowledges that every sale of a Product upon completion of sale and registration of the Viome Products on Viome website shall be conditioned upon acceptance of the Viome Terms of Service and Privacy Policy on Viome website (“Viome Terms”) applicable to Viome Products, and every end user customer shall become Viome customers subject to Viome Terms. All terms governing Viome’s relationship with customers are exclusively stated in the said Viome Terms and Dealer shall not make or attempt to make any warranties or representations that Violate Viome Terms. Such Viome Terms are incorporated into this Agreement by reference and they can be found at https://www.viome.com.

7. Acceptance. At all times, Viome will have the right to: (a) accept, reject, or, if already accepted by Viome, cancel any or all orders for Products for any reason or no reason; and (b) in the event that Viome should determine that one or more special credit restrictions apply, impose certain payment terms as Viome deems appropriate.

8. Termination. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. Following termination of this Agreement, Dealer will immediately cease (a) advertising, promoting, and selling any and all Products, and (b) all use of anything that would give the impression that Dealer is an authorized dealer, reseller, or representative of or for any or all of such Products or has any affiliation whatsoever with Viome or such Products.

9. Buyback. There is no buyback offered for unsold inventory of Products.

10. Modifications. At any time and without prior notice: (a) Viome may modify any or all of its policies and rescind any or all of the consents and approvals provided by Viome (with each such modification or rescission becoming effective immediately, unless Viome notifies Dealer otherwise in writing of another effective date) and (b) any or all Products may change, in which case, Dealer acknowledges and agrees that Viome may without liability or penalty cancel all pending orders (even if accepted) from Dealer for such changed item(s) and refuse to accept any new orders from Dealer for such item(s).

11. Warranties. VIOME MAKES NO WARRANTIES OR REPRESENTATIONS TO DEALER OR TO ANY OTHER PARTY REGARDING ANY PRODUCTS, EXCEPT AS EXPRESSLY SET FORTH IN VIOME’S LIMITED WRITTEN WARRANTY ACCOMPANYING DELIVERY OF PRODUCTS OR AS STATED IN THE THEN CURRENT VIOME TERMS OF SERVICE THAT APPEAR ON ITS WEBSITE.

12. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VIOME DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

13. Limitation of Liability. IN NO EVENT WILL VIOME BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES FOR ANY REASON(S) WHATSOEVER OR FOR ANY, LOST PROFITS OR REVENUE, OR FOR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF ANY PRODUCTS PROVIDED BY VIOME, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT VIOME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. VIOME’S TOTAL LIABILITY TO DEALER UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE PAYMENTS ACTUALLY RECEIVED BY VIOME FROM DEALER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE A CLAIM FOR LIABILITY ARISES HEREUNDER. VIOME EXCLUDES ANY LIABILITY FOR LOSS, DAMAGE OR DELAY RESULTING FROM ANY CAUSE WHATSOEVER BEYOND THE REASONABLE CONTROL OF VIOME. VIOME’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE CAPPED AT THE FEES PAID TO VIOME BY DEALER OR ITS CUSTOMER WITHIN THE PRIOR TWELVE (12) MONTHS LEADING UP TO SUCH LIABILITY.

14. Indemnification. Dealer will defend or settle, indemnify, and hold Viome harmless from any liability, damages and expenses (including court costs and reasonable attorneys’ fees) (“Claims”) arising out of or resulting from any third-party Claim based on or otherwise attributable to: (i) Dealer’s gross negligence or intentional misconduct; (ii) any misrepresentations made by Dealer with respect to Viome or the Products; or (iii) any breach by Dealer of the terms of this Agreement. Viome will defend or settle, indemnify, and hold Dealer harmless from any Claims resulting from or otherwise attributable to: (i) violation of intellectual property rights of a third party, (ii) gross negligence or intentional misconduct; (iii)any misrepresentations made by Viome; and (iv) Dealer’s authorized use of the promotional materials provided by Viome in its original unmodified form for the purpose of this Agreement.

15. Disputes. Without limiting the rights of the Parties, both Parties agree in good faith to remedy any disputes arising out of or in connection with this Agreement, through mutual discussion and negotiation facilitated by the senior executives of both Parties. In the event the Parties are unable to settle following the above process, they shall be resolved by final and binding arbitration before the American Arbitration Association ("AAA") in accordance with the then current AAA's National Rules for the Resolution of Commercial Disputes (“AAA Rules”). If AAA Rules are not available, then the Parties will each propose a different arbiter and mutually agree on the process.

16. Applicable Law. The Agreement and all agreements associated herewith will be governed in all respects by the laws of the State of Washington without regard to its conflict of laws principles, and all claims and/or lawsuits in connection with this Agreement, an Order Form, and/or any associated agreements must be brought in any state or federal court located in the State of Washington, and the Parties hereby irrevocably submit to the jurisdiction and venue of any such court.

17. Orders. In the event that Viome receives one or more orders (or similar or related documents) from Dealer which contain one or more provisions which are inconsistent with or in addition to any or all provisions of this Agreement: (a) each such order (or document) will be conclusively deemed to be governed by this Agreement; (b) each such inconsistent or additional provision will be deemed stricken; and (c) none of the orders will be deemed to be governed by any provision(s) other than that or those corresponding terms contained in this Agreement, unless and until a written supplement is duly executed by both of the Parties which expressly adopts such provision(s).

18. Assignment. The rights and obligations of either Party under this Agreement may not be assigned or otherwise transferred to a third party without the prior written consent of the other Party. Notwithstanding the foregoing, the Parties may assign this Agreement to any entity that succeeds to all or substantially all of the business or assets of the assigning Party, whether by merger, consolidation, acquisition, reorganization, sale of assets or stock, or otherwise, as long as the assignee assumes to all of the obligations herein.

19. Headings. The headings appearing at the beginning of any or all of this Agreement and each part thereof are for convenience only and will not be deemed to define, limit, or construe the contents of any or all thereof. This Agreement will be deemed to reflect the mutual intent of the Parties, and no rule of strict construction will be applied against either Party.

20. Representations. Each Party acknowledges and agrees: (i) that it has full authority to execute and perform this Agreement; (ii) that this Agreement does not change any terms of any other existing agreements between the Parties; (iii) the terms and conditions of this Agreement are material bargained-for bases of this Agreement and have been taken into account and reflected in determining the consideration to and from each Party under this Agreement; and (iv) it is the free and independent decision by each Party to enter into this Agreement.

21. Enforcement. In the event Viome file(s) any action(s) against Dealer to enforce or defend any of the rights claimed by Viome or file(s) any response(s) to or in any action(s) brought against Viome by Dealer, Viome will be entitled: (a) to equitable relief without the necessity of posting bond or other security (including without limitation entry of temporary and permanent injunctions and orders of specific performance) and (b) to recover from Dealer in each judgment wholly or partially in favor of Viome entered in such action(s) the attorneys’ fees and arbitration and litigation expenses of Viome, the court costs and damages as permitted by law, the costs of collection thereof and other relief as an arbitrator, arbitration tribunal or court may award or order.

22. Waiver. Both Parties agree that no failure, refusal, neglect, delay, waiver, forbearance, or omission by either Party to exercise any right(s) under this Agreement or to insist upon full compliance of duties, obligations or restrictions thereunder will constitute a novation or waiver of any provision(s) or otherwise thereafter limit the right to fully enforce the terms of this Agreement.

23. Survivability. All rights and obligations of the Parties hereunder that by law or by nature should be deemed to survive will survive the expiration or termination of this Agreement, regardless of the reasons for its expiration or termination.

24. Notices. Any notice shall be in writing and shall be deemed given when received or refused by recipient with written confirmation by sending Party: a) upon personal delivery; b) three (3) days after being mailed by certified or registered mail, postage prepaid, return receipt requested; c) one (1) business day after being sent via a nationally recognized overnight courier service; or d) upon receipt of electronic mail sent to the Parties using below details (or other details that Parties may designate by written notice:

If to Viome:

Viome Life Sciences, Inc.
205 108th Ave NE Suite 150,
Bellevue, WA 98004
Attn: John Blanchard, COO

With a copy to:
Viome Legal Department
contracts@viome.com

If to Dealer:

25. Integration & Order of Precedent. This Agreement, as modified from time to time: (a) constitutes the entire understanding of the Parties binding upon them on subject matter thereof; (b) is intended to govern the relationship between the Parties therefor; (c) supersedes all agreements, representations or statements between the Parties, either oral or written; and (d) except as otherwise provided herein, may be amended or modified only by a written supplement or amendment duly executed by both of the Parties; (e) In the event of any conflict between this Agreement and any other agreement, this Agreement will control (unless specifically agreed to by the Parties); and (f) this Agreement may be executed in separate counterparts (and all of such counterparts may be transmitted or exchanged as hardcopy, as portable document format (pdf) files or by other electronic means), each of which is deemed to be an original (and originally executed), and all of which taken together constitute one and the same binding Agreement.

Viome Life Sciences, Inc.

By: ____________________________________

Name: _________________________________

Title: __________________________________

Dealer: [Name]

By: ____________________________________

Name: _________________________________

Title: __________________________________

To protect the investment made by our Dealer, resellers, distributors, affiliates, etc. (collectively, “Channel Members”) and Viome Life Science, Inc.’s (“Viome”) brand reputation, Viome has adopted, in its sole discretion, an official Minimum Advertised Price Policy (“MAP Policy”) as described herein that would be applicable to certain Viome Products that are identified as being subject to this Map Policy (“Map Products”). This MAP Policy applies ONLY to Map Products (“Annex A”) and to U.S. based sales only.

Viome established this MAP Policy realizing that certain activities and sales practices that promote Viome Products primarily on the basis of price can be harmful to Viome’s brand, reputation, and competitiveness, and such practices allow some Channel Members to take advantage of the efforts of others. Viome believes that these practices are unfair and thus discourages such efforts.

Beginning immediately, Viome, in its sole discretion, will not do business with any Channel Member, on Products covered by this MAP Policy, if that Channel Member advertises any Viome Product below its MINIMUM ADVERTISED RETAIL PRICE (“MAP Price”).

Viome is confident that this MAP Policy will strengthen its competitiveness and will benefit all its Channel Members.

MAP Policy and Guidelines

The Guidelines related to this MAP Policy are as follows:

1. Unilateral MAP Policy. Viome reserves the right to take action on any Channel Member that violates this MAP Policy. This MAP Policy will be enforced by Viome in its sole discretion. Viome recognizes that any authorized Channel Member account can make its own decisions to advertise and sell any Viome Product at any price it chooses without consulting or advising by Viome. Channel Members are free to always set their own resale prices on Viome Products subject to this MAP Policy. Viome similarly has the right to make its own independent decision regarding Product allocations and Channel Member participation at any time.

2. What Products are under MAP Policy. Viome will maintain an updated list of the “MAP Products” at any given time that will fall under this MAP Policy (“MAP List”). Viome reserves the right to update or modify this MAP List at any time. All MAP Products will have a listed MAP Price. Pricing in advertisements must be at or above current MAP Price, or pricing may be omitted altogether.
   

3. What this MAP Policy covers. This MAP Policy applies to all promotional, advertising, and sales activities involving MAP Products in any and all media, online and offline (including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines catalogs, mail order catalogs, internet or similar electronic media including websites, forums, email newsletters, email solicitations, television, radio, and public signage). This MAP Policy also applies to any activity which Viome determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for ‘group purchases and the like.

4. What This MAP Policy Does Not Cover. The following items are not covered by this MAP Policy: the actual sales prices of any product; telephone quotes; or written, faxed or emailed quotes in response to a specific request of a specific customer for a specific product. It shall not be a violation of this MAP Policy to advertise that a customer may “call for price” or “email for price” or “add to cart to see pricing”, or to use similar language, specifically with respect to Viome MAP Products, so long as no price is listed.
   

5. Violation of MAP Policy. Listing a price in any advertising less than the MAP Price next to the featured MAP Product will be viewed as a violation of this MAP Policy. It shall not be a violation of this MAP Policy to advertise in general that the reseller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the reseller does not include any advertised price below the MAP Price and otherwise complies with this MAP Policy.
   

6. Modifying or Suspending the MAP Price. From time to time, Viome may permit Channel Members to advertise MAP Products at prices lower than the MAP Price. In such events, Viome reserves the right to modify or suspend the MAP Price with respect to the applicable Products for a specified period of time by providing advance notice to all Channel Members of such changes.
   

7. Rebates. From time to time, Viome may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that (a) the advertisement includes a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style; (b) an asterisk is placed next to the net price after manufacturer’s rebate; and (c) the “*After manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.
   

8. Bundling MAP Products. Where MAP Products are bundled with or sold as part of a package that includes other products (whether or not manufactured by Viome), it shall be a violation of this MAP Policy to sell or advertise the bundle (or package) at a price that: (a) is lower than the total MAP of the MAP Products or (b) violates the letter or spirit of this MAP Policy. It shall be a violation of this MAP Policy if MAP Products are bundled with or sold as part of a package that includes products not preapproved by Viome.
   

9. Coupons and Additional Discounts. It shall be a violation of this MAP Policy to include in any advertising for MAP Products any additional discount, coupon, gift card, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise) that translates into an immediate price reduction, where the cumulative effect would be to reduce the advertised price of any MAP Product below the MAP. Advertising that includes an additional discount, coupon, gift card, points, or any other incentive for future purchases (regardless of whether the future purchases is of a MAP Product) shall be evaluated under the same guidelines as described in the Bundling of MAP Products above, or on a case-by-case basis.
   

10. Multiple Store Locations. If a Channel Member with multiple store locations violates this MAP Policy at any particular store location, then Viome will consider this to be a violation at all the Channel Member’s store locations.
    

11. Policy Violation. Upon receipt of notice of Channel Member’s failure to comply with this MAP Policy, Viome will notify such Channel Member of the violation and remind them of the existence of this MAP Policy. In the event Channel Member violates the MAP Policy a second time, Viome will cease supplying MAP Products for a period of ninety (90) days. Viome reserves the right to cancel all orders and indefinitely refuse to accept any new orders from such Channel Member for any subsequent violation.

Updated as of 10/01/2024.