Customer Terms and Conditions

1. Parties and platform role

1.1. SupplementQuotes LLC (“SQ”) operates an online marketplace through which customers may submit requests for quotation (“RFQs”), communicate with participating manufacturers, compare offers, and coordinate orders and payments. SQ is not, solely by operating the platform, the manufacturer of the products listed in an RFQ.

1.2. The participating manufacturer selected for an order is responsible for performing manufacturing services and meeting the agreed product specifications, quality requirements, testing obligations, and applicable manufacturing and regulatory requirements. Those responsibilities must be reflected in the accepted quote, purchase order, and applicable manufacturing arrangements.

1.3. SQ coordinates platform processes, order administration, payment collection and remittance as applicable, communications, and assistance with disputes. SQ does not warrant or independently guarantee a manufacturer’s production performance, product quality, or regulatory compliance merely by facilitating an order. This allocation does not limit any obligation or liability SQ has under applicable law or arising from its own conduct or express undertakings.

1.4. Where an SQ-affiliated entity participates as a manufacturer, its manufacturing responsibilities are determined by its role in the particular transaction and the governing order documents; affiliation alone does not transfer those manufacturing responsibilities to SQ.

1.5. SQ may allow businesses under common ownership or control with SQ to participate as Manufacturers and submit competing quotes. An affiliated Manufacturer may use an appropriately qualified and disclosed subcontract manufacturer when permitted by the accepted order documents and applicable law, while remaining responsible as the contracting Manufacturer. SQ will not use other Manufacturers’ confidential quotes or pricing to prepare or advantage an affiliated Manufacturer’s bid. SQ will provide relationship and subcontracting disclosures to the extent required by law or necessary to avoid misleading a customer regarding the identity or role of the contracting Manufacturer or actual production facility. SQ retains legitimate administrative access to platform quotes, subject to confidentiality and conflict-of-interest controls.

2. Customer formulas, ownership, and permitted disclosure

2.1. As between the customer and SQ, the customer retains all rights, title, and interest that the customer owns in formulas, product specifications, trade secrets, and other intellectual property submitted with an RFQ. Submission does not transfer ownership to SQ or any manufacturer. These Terms do not grant ownership of third-party intellectual property that the customer does not possess.

2.2. The customer authorizes SQ to receive, store, process, and disclose submitted formulas and confidential product information to approved manufacturers and their appropriately bound authorized recipients only as reasonably necessary to evaluate the RFQ, prepare and negotiate quotes, and administer or fulfill an accepted order, subject to applicable confidentiality obligations. Access alone does not convey ownership or a right to use the information for unrelated products or projects.

2.3. The customer represents that it owns or has sufficient rights and authority to submit the information and authorize the limited uses and disclosures described above.

2.4. As between the customer and the selected manufacturer, project-specific modifications, improvements, or adaptations expressly developed and approved for the customer’s product will belong to the customer once the customer has paid all amounts due for the applicable development work, unless the customer and manufacturer expressly agree otherwise in writing. The manufacturer retains ownership of its pre-existing formulas, manufacturing methods, processes, tools, technology, and general know-how, including independently developed information that does not use or disclose the customer’s confidential information. Any license needed to use manufacturer-owned background intellectual property embodied in a deliverable, and any transfer or assignment documentation, must be addressed in the accepted order or a separate written agreement. SQ does not independently transfer rights belonging to a manufacturer.

2.5. Confidentiality and RFQ access. SQ shall limit access to nonpublic customer RFQs, formulas, specifications, artwork, and commercial information to approved manufacturers that have affirmatively accepted the applicable Manufacturer NDA and Platform Agreement, and to authorized recipients with a legitimate operational need. Manufacturer acceptance shall be versioned and recorded before confidential RFQ access. SQ may share the minimum necessary information with appropriately bound service providers, laboratories, and authorized subcontractors to administer an RFQ or accepted order, consistent with the accepted NDA and applicable law.

2.6. Confidentiality term and ownership preserved. Submission of an RFQ does not transfer customer intellectual-property ownership or grant a manufacturer rights to commercialize the formula outside authorized activities. The Manufacturer NDA protects ordinary Confidential Information for five (5) years from disclosure and qualifying trade secrets for as long as they retain trade-secret status under applicable law. Its exceptions, permitted record-retention rules, and lawful disclosure provisions continue to apply. This Section does not guarantee that every formula qualifies as a trade secret.

3. Quote acceptance and order formation

3.1. A customer’s acceptance through the SQ platform of a manufacturer quote that remains valid and available for acceptance constitutes acceptance of the quoted commercial terms and creates a binding order between the customer and the selected manufacturer, as reflected in the purchase order and applicable order documents. SQ may generate and administer the purchase order on the parties’ behalf, but is not thereby the manufacturer or guarantor of manufacturing performance.

3.2. The accepted quote, agreed specifications, quantity, pricing, applicable labeling and shipping arrangements, and payment schedule form part of the order record. Any material change after acceptance requires agreement under the applicable order-change process; the customer may not unilaterally modify the accepted manufacturer quote.

3.3. The customer must pay the required deposit in accordance with the order’s payment instructions and Section 4. Acceptance creates the deposit-payment obligation, but does not itself authorize the manufacturer to begin production. Manufacturing is not required to begin until the manufacturer has received the applicable deposit.

3.4. An expired, withdrawn, or otherwise unavailable quote cannot be accepted as a binding order. The deposit deadline and nonpayment process are governed by Section 4.

4. Deposit deadline and nonpayment

4.1. Unless the accepted order expressly provides otherwise, the customer must initiate payment of the required deposit within ten (10) business days after SQ issues the applicable deposit payment request for the accepted order. SQ will send or make the payment request available through the designated platform payment workflow or authorized written payment instructions and retain the issuance date in the order record. “Business day” means Monday through Friday, excluding United States federal banking holidays. The customer must follow the payment instructions in the order record. Quote or purchase order acceptance alone does not start this ten-business-day period.

4.2. Initiating an ACH transfer or bank wire by the deadline does not mean the deposit has cleared or become available. SQ may require reasonable confirmation of timely initiation and receipt of cleared, non-reversed funds before releasing the deposit to the manufacturer. The manufacturer is not obligated to begin production until its applicable deposit is received.

4.3. If the customer does not timely initiate the deposit after SQ issues the payment request, SQ will send written overdue-payment notice identifying the order, outstanding amount, and payment instructions, and allow five (5) additional business days after notice to cure, unless the accepted order lawfully specifies otherwise. SQ may place the order on hold after the original deadline. If nonpayment remains uncured, SQ may initiate cancellation in accordance with the Payment, Refund & Cancellation Policy and accepted order; the order does not automatically lapse or cancel solely because the deadline passes. Cancellation does not automatically eliminate lawful, documented obligations already incurred under the accepted order.

5. Final balance and release of finished goods

5.1. Unless the accepted order expressly provides otherwise, the customer must pay the remaining balance after the manufacturer confirms the final completed quantity and applicable approved charges, and before the finished goods are released for pickup or shipment. The final invoice may reflect the actual accepted production quantity and any agreed labeling, freight, testing, or other order charges, subject to the applicable order terms.

5.2. SQ will communicate the final invoice and payment instructions. The customer must provide cleared, available funds through an SQ-approved payment method before SQ authorizes release or shipment. Initiation of an ACH payment or wire transfer alone does not satisfy this cleared-funds requirement.

5.3. The manufacturer is not required to release or ship finished goods until SQ confirms satisfaction of the final payment condition. Storage, delay, abandonment, and other consequences of late final payment will be governed by the accepted order and any additional Customer Terms adopted for those matters; this section does not independently impose an unapproved storage fee or forfeiture.

6. Production quantity and yield tolerance

6.1. Unless an accepted order expressly specifies a different production tolerance, actual finished quantity may vary from ninety percent (90%) to one hundred ten percent (110%) of the ordered quantity due to ordinary manufacturing yield variation. The customer will be invoiced for the actual conforming finished quantity within that range at the accepted per-unit price, with the final balance adjusted for the deposit already paid and other approved charges.

6.2. If the manufacturer produces less than ninety percent (90%) of the ordered quantity, the customer must expressly accept the reduced quantity before it is treated as satisfactory fulfillment. Absent that acceptance, the parties will determine the appropriate corrective production, adjustment, or remedy under the order and applicable law.

6.3. If production exceeds one hundred ten percent (110%) of the ordered quantity, the manufacturer must obtain the customer’s express approval before the excess units are billed or shipped. The customer is not obligated to purchase unapproved excess units.

6.4. The manufacturer must accurately report actual completed quantities to SQ so the final invoice and release instructions can be prepared under Section 5. This section does not waive agreed quality standards or authorize material changes to the approved specifications.

7. Customer-requested cancellation and deposit accounting

7.1. After quote acceptance, an order is binding under Section 3. A customer may request cancellation through SQ, but cancellation is subject to coordination by SQ and agreement of the manufacturer, except as otherwise required by applicable law or expressly provided in the accepted order. A cancellation request alone does not terminate the order or automatically entitle the customer to a full deposit refund.

7.2. When a customer-requested cancellation is agreed, the customer is responsible only for reasonable, documented, nonrecoverable expenses and work already performed in reasonable reliance on the accepted order, including properly committed materials, production labor, and other order-specific charges, to the extent allowed by applicable law and the accepted order. The manufacturer must take commercially reasonable steps to avoid or mitigate additional costs and must not charge for costs actually recovered or avoided.

7.3. SQ will coordinate a written cancellation accounting showing amounts paid, supported cancellation costs, and any refundable balance. Subject to payment reversals, applicable law, and the agreed cancellation accounting, any remaining refundable amount will be returned to the customer through an approved refund method. No provision automatically forfeits the entire deposit merely because cancellation was requested.

7.4. A cancellation arising from manufacturer nonperformance, material breach, or circumstances not attributable to the customer is not treated as a voluntary customer-requested cancellation under this Section 7. Rights and remedies in those circumstances will be addressed in the applicable order, other provisions of these Terms, and applicable law.

8. Manufacturer failure, cancellation, and refunds

8.1. If the selected manufacturer is unable or unwilling to complete an accepted order due to its own nonperformance or material breach, the manufacturer is responsible, as between the manufacturer and customer, for appropriate refunds of amounts attributable to undelivered products or unperformed services, subject to applicable law, the accepted order, and any valid offsets or other agreed remedies.

8.2. SQ will coordinate communications, seek a documented accounting of amounts paid and work performed, and facilitate the refund process through an appropriate original payment method or verified alternative as applicable. SQ may help the customer obtain a replacement manufacturing quote, but is not automatically obligated to fund a manufacturer’s refund from SQ’s own assets solely because SQ administered the payment. This does not limit any independent obligation imposed on SQ by applicable law or its actual payment arrangements.

8.3. A manufacturer’s claim for nonrecoverable costs caused by its own failure does not automatically reduce the customer’s refund. Disputed amounts and any completed, conforming work accepted by the customer will be addressed under the accepted order, applicable law, and the dispute process. SQ will not represent that a refund has been completed until funds are actually returned or the payment provider confirms completion.

8.4. This Section 8 does not govern customer-requested cancellations under Section 7 or excuse failures caused by the customer, approved changes, or circumstances allocated differently by an applicable order or law.

9. ACH reversals, failed payments, and replacement payment

9.1. The customer remains responsible for all amounts due under an accepted order if an ACH payment or other customer-originated payment is rejected, returned, reversed, or otherwise not finally collected, except to the extent the reversal results from an SQ or payment-provider error or another circumstance for which the customer is not legally responsible. Initiation or provisional credit does not discharge the payment obligation.

9.2. Upon learning of a failed or reversed payment, SQ may notify the customer, request reasonably prompt replacement payment through an approved method, and temporarily pause order processing, manufacturer remittance, or product release as reasonably necessary to manage the payment shortfall. SQ will consider the status of manufacturing and the reason for the reversal and will not characterize a legitimate dispute as customer misconduct solely because a payment was reversed.

9.3. SQ will investigate and document the cause of a reversal, including suspected fraud, duplicate charges, unauthorized debits, processing errors, or disputes over performance. Responsibility among SQ, the customer, and the manufacturer will be determined by the cause, applicable law, payment-network requirements, and governing order documents. A reversal does not automatically require the manufacturer to return funds already remitted; any recovery from a manufacturer must have an independent contractual or legal basis.

9.4. SQ may pursue unpaid customer amounts and reasonable, legally recoverable collection costs where authorized by the order and applicable law. No provision limits mandatory rights to dispute an unauthorized or erroneous debit, or SQ’s obligations to payment processors, banks, or customers under applicable law.

10. Refund methods and verification

10.1. Where a refund is approved or otherwise required under the accepted order, these Terms, or applicable law, SQ will ordinarily arrange the refund through the original payment method when that method is available and permitted by the payment provider and applicable banking rules.

10.2. If refunding to the original payment method is unavailable or impracticable, SQ may arrange a bank transfer to a verified account held in the customer’s legal name, after completing reasonable identity, account-ownership, anti-fraud, and payment-security checks. SQ is not required to send refunds to unrelated third-party accounts.

10.3. A refund is subject to verification of the amount owed, the status of the original payment (including returns or reversals), applicable payment-provider requirements, and mandatory law. SQ will communicate the refund method and reasonably available timing; processing times may depend on banks or payment providers.

10.4. This Section 10 governs the method of issuing refunds, not whether a refund is owed or which party ultimately bears its cost. Entitlement and responsibility remain governed by Sections 7–9, the accepted order, and applicable law. Nothing in this Section limits nonwaivable payment or dispute rights.

11. Product testing costs and responsibilities

11.1. Each manufacturer quote and accepted order must identify the testing included in the quoted manufacturing price and any additional or optional testing that is excluded or separately priced. The parties must document any separately requested testing and its agreed cost before that testing is ordered or charged to the customer.

11.2. The customer is responsible for charges for additional, optional, customer-requested, or customer-specific testing only to the extent those charges were disclosed and separately approved by the customer through the order record or an agreed written change. No unapproved optional testing charge may be added to the final invoice.

11.3. Regardless of how testing charges are described in a quote, the manufacturer remains responsible for all testing, examinations, quality-control activities, records, specifications, and other duties imposed on it by applicable law, including applicable dietary supplement current good manufacturing practice requirements. The manufacturer must account for those mandatory obligations in its agreed pricing and may not shift or disclaim legal compliance responsibility by excluding a test from a quote.

11.4. SQ facilitates the communication and documentation of testing scope, approvals, and results made available through the platform, but does not independently perform testing, certify product compliance, or replace the manufacturer’s quality-control responsibilities. Any separate SQ obligation expressly undertaken in writing remains enforceable.

12. Supplement label review, approval, and printing

12.1. The customer is responsible for reviewing and giving final written approval of the product label, branding, artwork, and advertising or marketing claims, including claims supplied by the customer. Customer approval does not relieve any party of duties imposed by applicable law.

12.2. The manufacturer must review label information within its manufacturing and regulatory scope, including, as applicable, product identity, ingredients and amounts, Supplement Facts information, allergen and other manufacturing-related declarations, and consistency with the approved formulation and specifications. The manufacturer must identify material inaccuracies or compliance concerns it discovers and must not knowingly proceed with labeling that violates applicable requirements. This review does not make the manufacturer responsible for substantiating unrelated customer advertising claims unless expressly agreed.

12.3. SQ coordinates transmission of label files, revision requests, and documented approvals through the platform but does not independently certify or guarantee label compliance. The customer and manufacturer must resolve identified issues and approve the final version before applicable printing, application, or production steps proceed.

12.4. If the manufacturer arranges or performs label printing, both the customer and manufacturer must document approval of the same final print-ready artwork before printing is authorized. If the customer independently supplies printed labels, the customer remains responsible for the accuracy of the supplied artwork and printing, while the manufacturer retains applicable duties to verify labels and their use in manufacturing and packaging. Material changes after approval require renewed approval by the affected parties.

13. Changes after quote acceptance

13.1. After an order is formed under Section 3, the customer may request a change to the formula, ingredients, quantity, capsule or container count, packaging, labeling, testing, delivery requirements, or other specifications through SQ. A change request does not itself amend the accepted order.

13.2. The manufacturer will assess the proposed change and communicate any impact on feasibility, pricing, purchased or committed materials, work already performed, testing, final quantity, and production or delivery lead time. SQ will coordinate communication of the proposed revised terms to the customer.

13.3. No change becomes binding unless the customer and manufacturer both expressly approve the revised specifications and any associated price, additional costs, and schedule changes in a documented order amendment or other written record through SQ. Until then, the originally accepted order and specifications remain in effect, subject to any mutually agreed pause required to evaluate the change.

13.4. The customer is responsible for reasonable additional costs attributable to an approved change only where those costs are disclosed and separately approved before they are incurred, except for obligations already incurred under the original accepted order. Any revised deposit, final balance, and production schedule must be documented. This Section does not waive manufacturer quality or regulatory duties or permit unilateral changes to the accepted price.

14. Shipping arrangements, transit risk, and delivery

14.1. The accepted order must identify who selects and engages the carrier, provides shipping labels, pays freight and insurance (if any), and bears the risk of loss or damage during transit. Any agreed delivery term or shipping instructions in the accepted order control, subject to applicable law.

14.2. When the customer supplies a shipping label, selects the carrier, or directs shipment using its own carrier account, risk of accidental loss or damage in transit generally passes to the customer upon the manufacturer’s proper tender and documented handoff of correctly identified, adequately packaged goods to the designated carrier, unless the accepted order expressly provides otherwise.

14.3. Regardless of carrier selection or transfer of transit risk, the manufacturer remains responsible for losses, damage, misdelivery, or nonconformity caused by its own acts or omissions, including inadequate packaging, incorrect goods or quantities, incorrect application of supplied labels, or failure to follow agreed shipping instructions. The transfer of transit risk does not excuse applicable manufacturing or quality obligations.

14.4. The manufacturer must provide reasonable shipment records and tracking information when available, promptly report known shipment problems, and reasonably cooperate with customer, SQ, and carrier investigations or claims. The parties will cooperate in preserving evidence and making timely claims under the carrier’s terms. SQ coordinates shipping communications but does not, solely by operating the platform, insure shipments or guarantee carrier performance.

14.5. Unless otherwise expressly agreed, any freight, insurance, special handling, or reshipment charges must be disclosed and approved under the accepted order or a documented change. Nothing in this Section limits rights or obligations that cannot lawfully be excluded.

15. Defective products, quality complaints, and corrective remedies

15.1. The customer shall reasonably inspect delivered products and report through SQ readily discoverable shortages, visible damage, incorrect products, incorrect packaging or labels, or other reasonably apparent discrepancies within ten (10) business days after documented actual delivery. The report should identify the order and include reasonably available photographs, lot numbers, delivery records, and other evidence. Suspected latent defects, contamination, product-safety concerns, and matters not reasonably discoverable during initial inspection shall be reported promptly after discovery and are not waived merely by expiration of the initial inspection period, subject to applicable law and governing contractual limitations.

15.1A. Delivery and platform status. Actual delivery is established by reasonably reliable carrier proof of delivery, documented handoff, or other credible delivery evidence, not solely by the shipment date or an automated platform status. An SQ system status of “delivered,” “received,” or “completed,” including one generated ten (10) calendar days after shipment, is an administrative record only; it does not itself establish physical receipt, begin or shorten the ten-business-day inspection period, or waive qualifying claims. The customer should promptly use “Report a problem” if the shipment has not arrived or if any discrepancy is discovered. A seven-calendar-day platform notification prompt does not replace the contractual ten-business-day initial inspection period. SQ may investigate and correct administrative status records based on evidence. Any order completion, commission, or payout workflow linked to administrative status remains subject to applicable dispute and correction procedures.

15.2. SQ will coordinate communications and collection of information. The manufacturer must reasonably investigate reported nonconformities within its responsibility, including review of relevant batch production records, quality records, retained samples, testing, and shipping information as appropriate. The customer must reasonably cooperate, preserve affected product and packaging where practicable, and refrain from unauthorized disposition when needed for an investigation.

15.3. If the investigation establishes that products fail the accepted specifications or applicable manufacturing obligations for reasons attributable to the manufacturer, the manufacturer must provide an appropriate corrective remedy, which may include compliant replacement, lawful and technically appropriate rework, or a refund or credit for affected units. The remedy must be proportionate to the verified issue, agreed in writing where appropriate, and may not require unlawful relabeling, distribution, or rework. The manufacturer remains responsible for obligations imposed by applicable law.

15.4. The parties will reasonably cooperate to determine root cause and responsibility where a complaint may arise from customer-supplied materials or instructions, shipping damage, post-delivery handling, storage, or another cause. This Section does not automatically make the manufacturer responsible for conditions outside its control, nor does it eliminate remedies for a proven breach. SQ facilitates the process but does not automatically guarantee manufacturer performance or reimburse product losses from SQ funds, except as required by law or separately agreed.

15.5. Any actual or suspected adulteration, contamination, serious safety concern, reportable event, or recall must be escalated promptly and handled under applicable legal and regulatory requirements, regardless of the ordinary complaint-resolution process. Nothing in this Section restricts mandatory reporting, investigation, recall, or other nonwaivable legal obligations.

16. Product recalls, safety incidents, and cost allocation

16.1. Each party must promptly notify SQ and the other affected parties upon learning of a suspected product safety issue, contamination, adulteration, misbranding, reportable adverse event, or circumstance that may require a market withdrawal or recall. No party may delay action necessary to protect consumers or comply with law while responsibility is being determined.

16.2. The customer and manufacturer must cooperate promptly in evaluating the issue, preserving relevant records and samples, tracing affected lots and shipments, identifying the root cause, and carrying out legally required notices, regulatory communications, corrective actions, market withdrawals, or recalls. The party legally responsible for a particular regulatory action remains responsible for performing it; these Terms do not transfer or waive nondelegable duties.

16.3. As between the customer and manufacturer, reasonable, documented recall and corrective-action costs are allocated according to the cause of the issue and each party’s acts or omissions, subject to applicable law and any more specific accepted written terms. The manufacturer bears costs attributable to its manufacturing, quality-control, testing, packaging, or other failures. The customer bears costs attributable to its own inaccurate instructions, customer-supplied materials, labeling or marketing decisions, storage or handling, or other acts or omissions. Where causes are shared, costs are allocated equitably in proportion to responsibility as determined by agreement or applicable dispute procedures.

16.4. SQ may coordinate communications, documentation, and cooperation among the parties, but does not solely by operating the marketplace become the manufacturer, brand owner, recall administrator, or guarantor of recall expenses. Nothing limits any independent legal duty or liability SQ may have based on its own conduct, role, or applicable law.

16.5. The parties must maintain reasonably necessary traceability and recall records, cooperate with lawful requests, and take appropriate steps to mitigate harm and avoid unnecessary expenses. Any disagreement over ultimate cost allocation must not impede timely safety action.

17. Customer–manufacturer dispute resolution and escalation

17.1. A customer or manufacturer may formally raise an ordinary order-related commercial dispute through SQ, identifying the relevant order, the disputed issue, requested resolution, and reasonably available supporting documents. SQ may facilitate communications, collect materials, and maintain a record of the dispute.

17.2. After a dispute is formally raised and communicated to both parties, the customer and manufacturer will attempt in good faith to resolve it through the SQ-assisted process for 10 business days, unless they agree in writing to extend that period. Each party will reasonably cooperate and provide relevant nonprivileged information.

17.3. If no agreement is reached within that period, either party may pursue the applicable formal dispute-resolution process, court remedies, or other rights available under the governing agreements and law. This section does not itself require arbitration, establish a venue, or make SQ’s views binding.

17.4. SQ acts as a neutral process coordinator for this procedure and does not, merely by facilitating discussions, adjudicate fault, impose a binding outcome, guarantee a refund or payment, or assume a manufacturer’s or customer’s contractual obligations. SQ may take actions independently permitted by these Terms, the applicable order, payment-provider rules, and law.

17.5. The 10-business-day discussion period does not delay or restrict urgent product-safety measures, recalls, legally required reporting, preservation of evidence, payment-network deadlines, requests for emergency relief, or other nonwaivable legal rights.

18. Customer account suspension and termination

18.1. SQ may suspend, restrict, or terminate a customer account or access to particular platform features for suspected or confirmed fraud, unlawful conduct, material or repeated violations of these Terms, failure to pay amounts properly due, abuse or harassment of other users, misuse of confidential information, or conduct that presents a material security, operational, or regulatory risk. SQ will exercise this discretion reasonably and in good faith, subject to applicable law.

18.2. Where a violation is reasonably capable of correction and immediate action is not necessary, SQ will ordinarily provide notice describing the concern and a reasonable opportunity to cure. SQ may restrict access immediately, without advance notice, when reasonably necessary to address fraud, serious security threats, unlawful activity, urgent safety concerns, or comparable substantial risks. SQ may request verification or supporting information before restoring access.

18.3. SQ may investigate relevant conduct, preserve appropriate records, and cooperate with lawful investigations. SQ may restore access when the basis for suspension has been adequately addressed, but is not required to restore access where material risks remain. Any required notice will be provided through available account contact details or other reasonable means.

18.4. Suspension or termination of platform access does not, by itself, cancel a previously accepted manufacturing order, discharge an outstanding payment obligation, forfeit a lawful refund, transfer ownership of customer formulas, or release either party from accrued confidentiality, intellectual-property, dispute, or other surviving duties. Existing orders will be handled under their applicable terms, with reasonable arrangements for necessary communications and fulfillment or lawful cancellation.

18.5. Customers may request account closure, subject to completion or lawful disposition of outstanding orders and payments, retention of records required by law, and any surviving contractual obligations. Nothing in this section limits nonwaivable legal rights or authorizes SQ to retain funds contrary to applicable law or payment-provider requirements.

19. Marketplace role; allocation and limitation of liability

19.1. SupplementQuotes (“SQ”) operates a marketplace and facilitates requests for quotes, communications, order administration, and payment coordination. The customer and the selected manufacturer are the parties responsible for the manufacturing performance specified in their accepted quote and purchase order. SQ does not itself manufacture, formulate, test, inspect, package, or independently certify products merely by operating the platform or coordinating an order.

19.2. As between customer and manufacturer, the manufacturer is responsible for its own manufacturing obligations, including agreed specifications, quality control, required testing, applicable manufacturing compliance, production, and failures attributable to its acts or omissions. The customer remains responsible for obligations assigned to it under these Terms and the accepted order, including its own instructions, supplied materials, and approved marketing claims. SQ does not assume either party’s manufacturing obligations solely because the customer pays SQ and SQ remits the manufacturer’s share after retaining its applicable platform fee.

19.3. SQ does not guarantee a manufacturer’s performance, solvency, delivery, product conformity, or payment of manufacturer-funded refunds, replacements, recall costs, or other damages. SQ may facilitate communications, documentation, and appropriate refunds or disputes, but that assistance does not make SQ the guarantor of a manufacturer’s obligations. Nothing in this section excuses SQ from duties it separately undertakes or owes under applicable law, including duties arising from SQ’s own handling of funds.

19.4. To the maximum extent permitted by applicable law, SQ’s aggregate monetary liability arising out of or relating to its own platform services in connection with a particular accepted order will not exceed the platform fees actually received and retained by SQ for that order. Amounts SQ holds for the customer or manufacturer, or is legally obligated to return, transfer, or account for, are not treated as platform fees and are not extinguished by this cap. This cap does not limit the manufacturer’s separate obligations or liabilities.

19.5. To the maximum extent permitted by applicable law, SQ is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, lost sales, or business interruption arising from manufacturer performance or SQ’s platform services, even if advised of the possibility of such damages. This exclusion applies only to the extent enforceable under governing law.

19.6. The limitations and exclusions in this section do not apply to liability that applicable law prohibits limiting or excluding, including, where applicable, fraud, willful misconduct, gross negligence, SQ’s own misappropriation or unlawful handling of funds, or other nonwaivable statutory or payment-related obligations. Nothing restricts mandatory refund, dispute, chargeback, or payment-network rights. A court may apply any enforceable remainder if a particular limitation is invalid.

19.7. Any manufacturer indemnification or insurance obligation intended to protect SQ must be stated in the applicable Manufacturer Agreement or other binding instrument; this Customer Terms provision does not by itself impose a new obligation on a manufacturer who has not agreed to it.

20. Electronic acceptance of Customer Terms

20.1. Before submitting each request for quotation (RFQ), the customer must affirmatively indicate acceptance of the then-applicable SupplementQuotes Customer Terms and any related policies or notices expressly presented for acceptance. Submission is not permitted unless the required acceptance is provided. An acceptance checkbox must be unchecked by default and must not be preselected.

20.2. SQ may capture and retain an electronic acceptance record associated with the customer and RFQ, including the customer account or other verified identifier, the name and title of the person accepting on behalf of a business where requested, the date and time of acceptance, the specific version or durable copy of the accepted Terms and policies, and the RFQ identifier. Additional technical evidence may be retained as disclosed in applicable privacy notices and permitted by law.

20.3. By selecting the acceptance control and submitting the RFQ, the person accepting represents that they are authorized to act for the customer identified in the RFQ and intends to agree electronically to the displayed terms. SQ will make the applicable terms reasonably available for review before acceptance and will retain a record capable of identifying the terms accepted.

20.4. If SQ materially changes the Customer Terms or applicable policies, SQ will provide appropriate notice and obtain renewed affirmative acceptance when required by law or appropriate to the change. Changes will not retroactively alter already accepted orders without the required agreement of affected parties, except as applicable law requires.

20.5. Electronic assent is subject to applicable electronic transaction and signature laws. This section does not replace any separately required signature, authorization, or consent for a particular transaction, nor does it override nonwaivable rights.

21. Governing law and forum

21.1. These Customer Terms, and disputes arising out of or relating to SupplementQuotes (SQ) platform services under these Customer Terms, are governed by the laws of the State of Arizona, without regard to conflict-of-laws rules that would require application of another jurisdiction’s laws, except where applicable law requires otherwise.

21.2. Subject to mandatory jurisdictional requirements and other nonwaivable legal rights, the parties agree that an action against SQ arising out of or relating to these Customer Terms or SQ platform services will be brought exclusively in the appropriate state courts located in Maricopa County, Arizona, or the United States District Court for the District of Arizona, if that federal court has subject-matter jurisdiction. Each party consents to personal jurisdiction in those courts for such actions.

21.3. This choice-of-law and forum provision governs disputes involving SQ under these Customer Terms; it does not automatically determine the governing law or venue for a separate dispute solely between a customer and a manufacturer under their manufacturing agreement or accepted order. Those rights and obligations are controlled by the applicable binding terms and law.

21.4. Nothing in this section restricts a party from seeking urgent relief where permitted by law, overrides applicable consumer or other mandatory protections, or creates federal subject-matter jurisdiction where it does not otherwise exist.

22. Amendments, notice, and updated Customer Terms

22.1. SQ may revise these Customer Terms from time to time to reflect changes in platform operations, payment functionality, legal requirements, or business practices. SQ will identify each published version by its effective date and make the current version reasonably accessible to customers.

22.2. SQ will provide appropriate notice of material changes, including by account notification, email, or conspicuous platform notice as reasonably appropriate. Before a customer submits a new RFQ subject to materially updated Terms, SQ will require renewed affirmative acceptance of the updated version using an unchecked acceptance control and will retain the associated acceptance record in accordance with Section 20.

22.3. Unless the parties expressly agree otherwise, an amendment will apply prospectively and will not retroactively modify a quote already accepted, a purchase order already formed, or accrued payment, confidentiality, ownership, or other rights and obligations under the previously accepted terms. Any change to an existing accepted order requires the approvals otherwise specified in these Customer Terms.

22.4. SQ may make administrative or nonmaterial updates with reasonable notice as appropriate; however, posting updated Terms or continued platform use alone will not substitute for affirmative acceptance where such acceptance is required by law or by Section 22.2. No amendment will override nonwaivable legal protections.

23. Non-circumvention of platform-introduced transactions

23.1. For twenty-four (24) months following the last qualifying SQ-facilitated transaction between the customer and a manufacturer introduced through SQ, the customer shall not knowingly or intentionally arrange or complete with that introduced manufacturer, outside SQ, a substantially related manufacturing transaction arising from the SQ introduction, RFQ, quote, or resulting order for the purpose of avoiding applicable SQ platform fees. This restriction concerns SQ-introduced opportunities and does not prohibit ordinary direct communication or lawful unrelated business.

23.2. This restriction is limited to business opportunities introduced or materially developed through SQ. It does not prohibit transactions arising from a bona fide pre-existing business relationship or an independently established relationship that the customer can reasonably document, or transactions unrelated to the SQ introduction or RFQ. Ordinary independent business activity is not restricted solely because both parties also use SQ.

23.3. A customer who wishes to proceed directly on a covered transaction may request SQ’s prior written consent. SQ may agree to an alternative arrangement, including documented payment of the applicable platform fee, but no waiver is effective unless confirmed in writing by SQ.

23.4. If a potential circumvention issue arises, SQ may request reasonable transaction information relevant to the identified SQ-introduced opportunity, subject to applicable confidentiality and privacy requirements. Any claim or remedy for breach remains subject to applicable law, proof of loss, and other provisions of these Terms; this section does not impose an automatic penalty or create an entitlement to fees on unrelated business.

23.5. This section is intended to protect legitimate SQ introductions and transaction opportunities, not to restrain lawful competition more broadly. It shall apply only to the extent enforceable under applicable law.

24. Customer-supplied ingredients, components, and packaging

24.1. If the customer elects to supply ingredients, labels, containers, closures, or other materials for an accepted order (“Customer-Supplied Materials”), the customer shall deliver the agreed materials in the required quantities, condition, and timeframe and shall provide accurate identification, specifications, lot information, certificates of analysis, provenance, and other documentation reasonably required for lawful and compliant manufacture. The customer is responsible for defects, misidentification, or nonconformity attributable to materials as supplied by the customer.

24.2. The manufacturer remains responsible for applicable receipt, inspection, identity verification, qualification, testing, quarantine, storage, handling, and release or rejection procedures required by law, current good manufacturing practices, and the accepted specifications. Receipt of Customer-Supplied Materials does not waive those duties or constitute automatic acceptance for use. Materials that fail applicable requirements shall not be used merely because the customer supplied them.

24.3. The manufacturer shall promptly notify the customer through SQ when Customer-Supplied Materials appear missing, damaged, contaminated, insufficient, improperly documented, or otherwise nonconforming. The parties shall document disposition instructions, including lawful return, replacement, or disposal, before proceeding where necessary. No party may direct use of materials in violation of applicable law or required quality procedures.

24.4. The customer bears reasonable, documented replacement, return, disposal, and resulting delay costs to the extent caused by nonconforming, late, or insufficient materials supplied by the customer, provided additional charges are disclosed and approved under the order-change provisions where applicable. The manufacturer bears costs and losses to the extent caused by its own negligent or improper receipt, storage, handling, testing, or use of the materials. Where both parties contribute, responsibility is allocated according to their respective causes, subject to applicable law.

24.5. If Customer-Supplied Materials delay production, the manufacturer shall communicate the reasonably anticipated schedule impact through SQ. Any changes to price, quantities, specifications, or lead time require the approvals otherwise required by these Terms. SQ coordinates communications and documentation but does not independently warrant the materials or assume the manufacturer’s regulatory duties.

25. Unpaid final balances, shipment holds, and storage

25.1. The final balance, as adjusted for actual accepted production quantity and other agreed charges, is due in accordance with Section 5. Finished goods will not be released or shipped until the required final payment has cleared. SQ may coordinate payment status and notices, and the manufacturer may withhold shipment while the balance remains unpaid, subject to applicable law.

25.2. If the final balance is overdue, SQ or the manufacturer will provide written notice identifying the amount due and giving the customer ten (10) business days after notice to make the required payment. This notice-and-cure period does not obligate the manufacturer to release goods before cleared payment is received.

25.3. After that ten-business-day period, the manufacturer may charge reasonable storage costs for finished goods held because of the customer’s nonpayment only if the applicable storage rates or method of calculation were disclosed to and accepted by the customer in advance as part of the accepted order or a subsequent written agreement, and only to the extent permitted by law. SQ shall not independently impose an undisclosed storage fee.

25.4. While goods remain in its custody, the manufacturer remains responsible for legally required and commercially reasonable storage, preservation, identification, and care of the goods. The manufacturer shall communicate material storage or product-integrity concerns through SQ promptly. Storage costs and any revised release arrangements shall be documented.

25.5. Overdue payment does not automatically cause forfeiture, transfer of title, sale, abandonment, or destruction of the goods. Any further remedy, including collection, disposition, or termination, requires appropriate notice and compliance with the accepted order and applicable law. The parties shall coordinate any lawful next steps through SQ without making SQ a guarantor of the customer’s payment or the manufacturer’s storage obligations.

26. Wire transfer payment instructions, verification, and fraud prevention

26.1. Where SQ permits payment by bank wire, the customer shall use only the bank instructions made available through SQ’s authorized payment channels, include the applicable order or invoice reference when instructed, and verify the recipient and payment details before initiating the transfer. A wire payment is not credited toward an order until SQ has verified actual receipt of available, cleared funds in the designated account.

26.2. The customer is responsible for errors in account information or transfer details that the customer or its bank enters or submits, to the extent attributable to them. SQ remains responsible for errors attributable to SQ, including incorrect payment instructions SQ itself provides, subject to applicable law and the limitations and exceptions in these Terms. No provision shifts responsibility for SQ’s own misconduct or nonwaivable duties to the customer.

26.3. A payment confirmation, wire receipt, or screenshot provided by a customer does not, by itself, establish that funds have arrived or cleared. Applicable deposit, production-start, final-balance, and shipment-release requirements continue to apply until SQ verifies cleared funds. Any bank charges, currency differences, or short payments shall be handled according to the accepted order and disclosures made before payment.

26.4. Customers shall treat unexpected requests to change SQ’s wire instructions as potential fraud and independently verify any proposed change through a previously trusted SQ contact method, not solely by replying to the message requesting the change. SQ may delay crediting or processing a suspicious transfer while reasonably investigating, promptly notify affected parties, and cooperate with relevant financial institutions and lawful authorities.

26.5. If a wire is misdirected, delayed, recalled, or suspected of fraud, the parties shall promptly notify SQ and their respective financial institutions and reasonably cooperate in tracing or recovering the funds. Neither SQ nor the manufacturer guarantees recovery of a wire sent to an incorrect recipient, except to the extent liability arises from its own acts or omissions under applicable law or these Terms. Refunds, where due, remain governed by Section 10.

27. Production delays and missed lead times

27.1. Unless the accepted quote or purchase order expressly identifies a binding guaranteed completion date, manufacturing lead times and estimated production or delivery dates are good-faith estimates, not guarantees. Lead-time calculations remain subject to agreed prerequisites, including receipt of cleared deposits, approved specifications and labels, and required materials.

27.2. A manufacturer that becomes aware of a material delay shall promptly notify the customer through SQ, describe the known cause and expected effect on the order, and provide a reasonably supported revised completion estimate. The manufacturer shall give further material updates as reasonably necessary. SQ will facilitate communications but does not independently guarantee the manufacturer’s revised estimate.

27.3. For a material delay attributable to the manufacturer, the customer may request a reasonable corrective plan and provide written notice through SQ allowing a reasonable opportunity to cure, taking into account the product, stage of production, and impact of the delay. If the manufacturer does not cure within that reasonable period or the parties cannot agree on an acceptable resolution, the customer may request cancellation or another remedy consistent with Section 8 (manufacturer nonperformance), the accepted order, and applicable law.

27.4. A delay resulting from customer-requested changes, late approvals, missing or nonconforming customer-supplied materials, or other causes not attributable to the manufacturer shall be evaluated under the applicable order-change, materials, and cancellation provisions. The parties shall document any approved revised lead time, additional cost, or other adjustment through SQ.

27.5. Nothing in this Section eliminates a binding delivery commitment expressly agreed in the accepted order, a remedy required by applicable law, or a party’s responsibility for its own breach or misconduct.

28. Force majeure and extraordinary disruptions

28.1. A party is excused from a delay or failure to perform an affected nonpayment obligation under an accepted order only to the extent caused by an extraordinary event beyond that party’s reasonable control that could not reasonably have been avoided or overcome through commercially reasonable efforts (a “Force Majeure Event”). Examples may include natural disasters, widespread utility or transportation failures, war, civil emergencies, and binding governmental orders that directly prevent performance.

28.2. The affected party shall give prompt written notice through SQ identifying the event, the obligations affected, its anticipated duration when reasonably known, and the measures being taken to mitigate its effects. The affected party shall use commercially reasonable efforts to minimize disruption, resume performance promptly, and provide material updates. Relief applies only for the period and scope of actual prevention or delay.

28.3. Ordinary or foreseeable staffing shortages, routine supplier problems, lack of funds, increased costs, and ordinary market fluctuations do not, standing alone, qualify as Force Majeure Events. A party may not rely on this Section for circumstances caused by its own negligence, breach, or failure to take reasonable preventive or mitigating steps.

28.4. If a Force Majeure Event materially prevents performance for more than thirty (30) consecutive calendar days, either the customer or the affected manufacturer may, upon written notice through SQ, terminate the unfulfilled portion of the affected order. SQ shall coordinate an accounting of work performed, usable or committed materials, amounts already paid, and reasonable documented nonrecoverable costs. Any refund, retention, or additional payment shall be determined under the accepted order, applicable cancellation and nonperformance provisions to the extent consistent with this Section, and applicable law; no party automatically forfeits payments solely because of a Force Majeure Event.

28.5. A Force Majeure Event does not automatically excuse payment obligations already accrued or amounts due for conforming work already completed. Parties shall reasonably cooperate on the safe preservation, storage, and disposition of ingredients, components, work in progress, and finished goods, and shall continue to comply with mandatory product safety, recall, and regulatory obligations.

28.6. SQ shall facilitate notices and communications under this Section but does not guarantee a manufacturer’s performance or assume responsibility for an event affecting another party. This Section does not limit liability for SQ’s own misconduct or obligations that cannot lawfully be disclaimed.

29. Official notices and delivery

29.1. SQ may deliver formal notices under these Terms, including notices concerning breach, suspension, cancellation, disputes, or other contractual rights, to the customer’s email address registered with SQ. Where reasonably practical, SQ may also provide an account or platform notice. The customer shall keep its registered email and other contact information current and monitor communications regarding active orders.

29.2. Notices to SQ concerning a formal claim, contractual breach, termination, or other legal matter shall be directed to SQ’s designated legal-notice email address, info@supplementquotes.com, or by tracked mail to SupplementQuotes LLC, 2630 North Ogden, Suite 106, Mesa, AZ 85215. SQ may designate or update these addresses by notice through the platform or other authorized channel. Routine customer support messages are not automatically formal legal notices.

29.3. An email notice is deemed delivered when sent to the then-current registered email address without an automated delivery-failure notification, except where applicable law requires actual receipt or a different delivery method. A notice posted solely to an account is effective when the customer accesses it or otherwise affirmatively acknowledges it, unless applicable law permits another rule. A tracked-mail notice is deemed delivered upon documented delivery or refusal, subject to applicable law. SQ shall reasonably retain available transmission and delivery records.

29.4. A customer may send formal notices to SQ using the designated legal-notice channel. SQ shall not treat a message sent through an unrelated platform feature or to an individual employee as a formal notice unless SQ actually acknowledges it as such or applicable law requires otherwise. Nothing in this Section prevents urgent safety, regulatory, or fraud-related communications through faster available channels.

29.5. Notice of an amendment to these Terms does not by itself constitute the renewed affirmative customer acceptance required for material changes under Section 22. Any legally required special form, timing, or method of notice controls over this Section.

30. Assignment and transfer of agreements and orders

30.1. A customer may not assign, delegate, or otherwise transfer these Terms, its SQ account, or its rights or obligations under these Terms to another person or entity without SQ’s prior written consent, which SQ shall not unreasonably withhold, condition, or delay. An attempted transfer in violation of this Section is ineffective to the extent permitted by applicable law.

30.2. As an exception, a customer may transfer these Terms to a bona fide successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets relating to the customer’s supplement business, upon prior written notice to SQ where reasonably practicable, provided that (a) the successor expressly assumes all applicable obligations in writing, including outstanding payment and confidentiality duties; (b) the transfer does not materially increase payment, compliance, operational, or other risk to SQ or the participating manufacturer; and (c) the transfer is not otherwise prohibited by applicable law. SQ may reasonably request information sufficient to verify these conditions.

30.3. Assignment of these Terms or an SQ account does not by itself transfer an accepted manufacturing order or release the original customer from liabilities already incurred. Any proposed transfer or delegation of an accepted order requires the affected manufacturer’s consent where its rights or performance obligations would be affected, and must be documented through SQ in an approved written order amendment or novation as appropriate.

30.4. Unless SQ and any other affected party expressly agree in writing to a release, the original customer remains responsible for obligations accrued before the effective transfer, including amounts due. A transfer does not diminish formula ownership rights, confidentiality protections, regulatory obligations, or remedies that survive under these Terms.

30.5. SQ may assign these Terms in connection with a bona fide merger, acquisition, reorganization, or sale of substantially all of its relevant business or assets, provided the successor assumes SQ’s obligations and the assignment does not materially reduce the customer’s contractual protections. SQ shall provide notice consistent with Section 29. This Section is subject to nonwaivable applicable law.

31. Severability and enforceability

31.1. If any provision of these Terms is held invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the maximum extent permitted by applicable law, provided that the essential purpose of these Terms is not thereby defeated.

31.2. To the extent permitted by applicable law, a court may construe, narrow, or modify an affected provision only as necessary to render it lawful and enforceable while preserving the parties’ original lawful intent. Nothing in this Section requires or authorizes a court to rewrite a provision where applicable law does not permit such modification.

31.3. If an invalid or unenforceable provision cannot lawfully be narrowed or modified, that provision shall be severed only to the extent necessary, without automatically invalidating the remainder of these Terms. Any nonwaivable rights and remedies under applicable law remain unaffected.

32. Waiver and enforcement of contractual rights

32.1. A failure or delay by SQ to exercise or enforce any right, remedy, deadline, or provision under these Terms does not, by itself, constitute a waiver of that right or provision, nor does a single or partial exercise prevent subsequent enforcement.

32.2. Any intentional waiver by SQ must be expressly stated in a written or electronic record authorized by an SQ representative with authority to grant the waiver, and must identify the specific obligation, event, or circumstance being waived. An informal accommodation, course of dealing, or one-time exception does not automatically modify these Terms or establish a continuing practice.

32.3. A waiver applies only to the particular matter and scope expressly identified in the authorized writing. A waiver of one breach or deadline does not waive any other breach, deadline, or future requirement unless the writing expressly provides otherwise.

32.4. This Section does not eliminate rights or remedies that cannot be waived under applicable law, and does not override a written amendment or order-specific change validly agreed under these Terms.

33. Order of precedence and conflicting documents

33.1. These Customer Terms govern the general relationship between the customer and SupplementQuotes LLC (“SQ”), including platform access, RFQ submission, communications, payment administration, and the legal protections stated herein. Accepted manufacturer quotes, purchase orders (“POs”), approved product specifications, and mutually approved written order changes govern the commercial and technical particulars of their respective orders, including product identity, formulation and packaging specifications, quantities, pricing, agreed testing, shipment arrangements, and delivery details.

33.2. If a specific commercial or technical term in an accepted quote, PO, approved specification, or mutually approved order change conflicts with a general provision of these Terms, the more specific, validly accepted order term controls solely for that order and subject matter. An approved later order change controls an earlier inconsistent order detail to the extent of the change. The parties shall interpret all documents consistently wherever reasonably possible.

33.3. No quote, PO, specification, message, or other order-level document may amend or waive fundamental legal protections in these Terms—including liability allocations and limitations, intellectual-property rights, confidentiality, non-circumvention, dispute resolution, governing law, or other generally applicable legal provisions—unless the affected parties expressly agree to that specific amendment in a written or electronically recorded agreement authorized by them. An order-specific commercial variation alone does not constitute such an amendment.

33.4. No unilateral customer purchase-order terms, manufacturer acknowledgment, invoice footer, website terms, or similar preprinted or linked conditions become binding solely by being sent, referenced, or received; they apply only if expressly accepted by the affected parties in accordance with these Terms. Nothing in this Section displaces mandatory applicable law or overrides obligations owed under a separate agreement to which SQ is not a party.

34. Entire agreement and prior communications

34.1. These Customer Terms, together with each applicable accepted quote, purchase order (“PO”), approved product specification, mutually approved order change, and validly agreed amendment expressly incorporated into the applicable transaction, constitute the complete agreement among the relevant contracting parties concerning their respective subject matter. The priority of these documents is governed by Section 33.

34.2. To the extent permitted by law, the complete agreement supersedes prior or contemporaneous proposals, negotiations, discussions, marketing descriptions, and informal oral or written statements concerning the same subject matter. Such communications do not amend or override the agreed documents unless incorporated through the applicable authorized acceptance or amendment procedure.

34.3. No SQ representative, manufacturer, or customer representative may create a binding exception to these Terms or an accepted order through an informal assurance alone. A change must be validly approved by the parties whose rights or obligations it affects, in accordance with Sections 22, 32, and 33 and the applicable order-change process.

34.4. Nothing in this Section limits liability for fraud, fraudulent misrepresentation, or other liability that applicable law prohibits the parties from excluding, or prevents consideration of evidence where mandatory law requires it. This Section does not exclude a separate written agreement expressly identified by the relevant parties as continuing in force.

35. Survival of obligations after termination

35.1. Completion, cancellation, expiration, suspension, or termination of an order or customer account does not extinguish rights, remedies, or liabilities that accrued before that event, including outstanding amounts owed, properly documented costs, and claims arising from prior performance.

35.2. Provisions concerning confidentiality and protection of customer formulas or other proprietary information, intellectual-property ownership and permitted use, accrued payment duties, disputes and remedies, applicable liability allocations and limitations, and any other provisions that by their terms or nature must operate after termination survive to the extent necessary to give them effect, subject to their express durations and applicable law.

35.3. Responsibilities concerning product quality, investigation of defects, recalls, traceability, legally required records, and cooperation with regulatory or safety matters survive for the periods required by applicable law or the accepted order, and to the extent reasonably necessary to address products manufactured or transactions completed before termination. This clause does not expand SQ’s role into that of a manufacturer.

35.4. The non-circumvention obligations in Section 23 survive for the applicable twenty-four (24)-month protection period measured from the last qualifying SQ-facilitated transaction between the relevant customer and manufacturer, as provided in Section 23.1; termination does not restart or independently extend that period. Other time-limited duties retain their expressly stated durations and are not made perpetual by this Section.

35.5. Termination does not require continued performance of obligations that have lawfully ended or excuse compliance with nonwaivable rights, mandatory record-retention requirements, or other applicable legal obligations.

36. Use of SupplementQuotes name, trademarks, and branding

36.1. The customer may accurately identify SupplementQuotes LLC (“SQ”) by name in a factual, non-misleading description of the customer’s actual use of the platform, subject to applicable law and without suggesting a relationship or approval that does not exist.

36.2. Except for such accurate factual references or uses otherwise permitted by law, the customer must obtain SQ’s prior written approval before displaying or reproducing SQ’s logos, trademarks, trade dress, brand assets, or promotional materials on product labels, packaging, websites, advertisements, social-media promotions, or other marketing communications. SQ may condition approval on reasonable brand guidelines and may withdraw a discretionary license by written notice, subject to applicable law and any separately agreed rights.

36.3. Without SQ’s express written authorization, the customer must not state or imply that SQ manufactures, formulates, tests, certifies, endorses, sponsors, or guarantees the customer’s products, or that SQ has verified a product’s regulatory compliance, safety, efficacy, or quality. SQ’s facilitation of an RFQ or order does not itself constitute any such endorsement or guarantee.

36.4. SQ retains all rights in its names, logos, trademarks, and other brand assets. No ownership or general license is transferred to the customer by account registration, platform use, or completion of an order. Any permitted use must not be misleading or infringe third-party rights.

36.5. SQ may request correction or cessation of an unauthorized or misleading use and may pursue proportionate remedies under these Terms and applicable law. This Section does not restrict truthful statements or other uses that applicable law protects.

37. Independent parties; no general agency or partnership

37.1. SupplementQuotes LLC (“SQ”), each customer, and each participating manufacturer are separate, independent businesses. Use of the SQ platform, submission or acceptance of a quote, issuance of a purchase order, or participation in an order does not by itself establish a partnership, joint venture, employment relationship, fiduciary relationship, franchise, or general agency between any of those parties.

37.2. Except where expressly authorized in a signed writing or a binding accepted order within its stated scope, no customer or manufacturer has authority to act as an agent of, make representations on behalf of, or bind SQ or another participant to obligations. SQ likewise has no general authority to bind a customer or manufacturer outside the platform and transaction functions expressly agreed by the affected parties.

37.3. SQ remains responsible for the platform services and specific functions it undertakes under these Terms and the applicable accepted transaction documents, including order administration, communications coordination, receipt and handling of customer payments, and remittance to manufacturers as agreed. This Section does not disclaim or eliminate those express duties, SQ’s responsibility for its own acts or omissions, or obligations imposed by applicable law.

37.4. The manufacturer remains responsible for its manufacturing performance and applicable regulatory duties, and the customer remains responsible for its agreed customer-side duties, subject to the allocation of responsibility stated elsewhere in these Terms and in the accepted order. The parties’ actual conduct and any mandatory legal rules control to the extent a relationship cannot lawfully be disclaimed merely by contractual label.

38. Third-party service providers and subcontractors

38.1. SQ may engage reputable third-party service providers and subcontractors to support the operation of the platform and its agreed services, including payment processing, cloud hosting, software development and maintenance, customer support, communications, security, and administrative operations, without obtaining separate customer approval for each engagement.

38.2. SQ will take commercially reasonable measures appropriate to the nature and sensitivity of information involved to require relevant service providers to maintain confidentiality, access controls, and data-security safeguards, including contractual restrictions on use and disclosure where appropriate. SQ will disclose customer information only as reasonably necessary for authorized services and as permitted by these Terms, applicable confidentiality commitments, the Privacy Policy, and law.

38.3. SQ’s use of a service provider does not expand any permission to disclose customer formulas, specifications, trade secrets, or other confidential product information. Access to such information must remain limited to recipients and purposes authorized under Section 2 and applicable confidentiality arrangements.

38.4. SQ remains responsible for its own contractual obligations and for selecting and overseeing service providers as required by applicable law and these Terms. Engaging a service provider does not, by itself, transfer or eliminate SQ’s responsibilities; any limitations of liability remain subject to Section 19 and applicable law.

38.5. Payment services may be subject to additional disclosed processor terms, verification requirements, and legally required notices. This Section does not alter the parties’ agreed allocation of payment duties or authorize any third party to change accepted manufacturing order terms without required approval.

39. Platform availability, maintenance, and outages

39.1. SQ will use commercially reasonable efforts to maintain the availability, security, and functionality of its platform and to address material technical issues. However, except for an expressly agreed service-level commitment, SQ does not promise uninterrupted, error-free, or continuously available access. Temporary downtime may occur for maintenance, upgrades, security responses, hosting interruptions, or other operational reasons.

39.2. SQ may schedule maintenance and will use commercially reasonable efforts to limit unnecessary disruption, give advance notice of planned material interruptions when practicable, and restore affected functionality within a reasonable time considering the circumstances and available remedies. SQ will communicate material outages affecting active transactions when reasonably practicable.

39.3. Where a material outage interferes with an active order, payment, required approval, or time-sensitive platform communication, SQ may offer an authorized alternative communication or transaction process. Any off-platform acceptance, amendment, or instruction must be expressly authenticated, documented, and incorporated into the applicable order record; an outage alone does not constitute acceptance or authorize SQ to accept on a customer’s behalf.

39.4. An outage does not automatically cancel a previously accepted order, discharge an amount already due, or excuse manufacturing or customer obligations unrelated to the affected functionality. If an outage materially prevents a party from taking a required action by a deadline, the parties will reasonably cooperate to document the issue and address the deadline fairly, subject to the applicable order and law.

39.5. No quote, counteroffer, order amendment, or other transaction is deemed accepted solely because a response period expires during an outage. Acceptance requires the affirmative action and records required by these Terms, including the electronic-acceptance provisions, or another expressly authorized and documented acceptance method.

39.6. This Section does not eliminate SQ’s responsibility for its own breach, negligence, security obligations, or other liabilities that cannot be excluded under applicable law, and is subject to the applicable limitations of liability in these Terms.

40. Unauthorized account access and transaction security

40.1. Customers must take reasonable measures to protect account credentials, restrict access to authorized personnel, promptly remove access for former personnel, and maintain accurate account contact and authorization information. Customers must promptly notify SQ through its designated support or security channels upon discovering or reasonably suspecting compromised credentials, unauthorized account access, or an unauthorized transaction.

40.2. SQ will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the platform and information it processes, including measures designed to protect authentication, transaction records, and confidential customer information. SQ will investigate credible reports of unauthorized access or activity in a timely and reasonable manner and provide notices required by applicable law.

40.3. On reasonable suspicion of unauthorized activity, SQ may temporarily suspend access, delay or hold a disputed transaction or payment instruction, require additional identity or authorization verification, and take proportionate protective measures while the matter is investigated. SQ will use reasonable efforts to communicate material restrictions to the affected customer and to avoid unnecessary disruption to legitimate orders, subject to security and legal constraints.

40.4. Activity originating from an authenticated account is not conclusively deemed authorized merely because valid credentials were used. SQ will consider available acceptance records, access logs, communications, verification evidence, and the circumstances of the incident before determining whether a disputed instruction was authorized. Where appropriate, SQ will coordinate with the affected customer, manufacturer, and payment service provider.

40.5. Responsibility for losses, unauthorized instructions, and related costs will be allocated according to each party’s acts or omissions, applicable contractual obligations, and governing law. A customer is not automatically responsible for activity caused by SQ’s security failures, and SQ does not guarantee reimbursement for losses caused solely by a customer’s compromised credentials or misconduct. Nothing in this Section excludes liability that cannot lawfully be limited.

40.6. Any disputed quote acceptance, order change, bank-instruction change, or payment remains subject to the affirmative-acceptance, payment-verification, and dispute-resolution requirements elsewhere in these Terms. SQ may preserve records reasonably necessary to investigate and resolve the incident, consistent with its Privacy Policy and applicable law.

41. Acceptable platform use and prohibited activities

41.1. Customers shall use the SQ platform only for legitimate, good-faith, lawful business purposes, including genuine requests for quotation and related manufacturing transactions. Customers shall provide materially accurate and reasonably complete information in RFQs, account details, communications, and transaction submissions, and shall not knowingly misrepresent their authority, identity, product requirements, or intended business purpose.

41.2. Customers shall not submit fictitious, deceptive, repetitive, or bad-faith RFQs primarily to obtain confidential pricing or commercial information without a genuine sourcing purpose; engage in fraud or unlawful transactions; impersonate another person; or upload, transmit, or request content that infringes intellectual property rights, violates confidentiality obligations, or is otherwise unlawful.

41.3. Customers shall not scrape, harvest, export, or systematically collect nonpublic manufacturer information, quotes, customer data, or other platform content without authorization; attempt unauthorized access to another account or confidential information; interfere with security controls; introduce malicious code; disrupt platform operations; or use automated tools in a manner SQ has not authorized. Ordinary lawful comparison of quotes submitted in response to a customer’s genuine RFQ is permitted.

41.4. Customers shall not harass, threaten, or abuse other platform participants, misuse SQ communications to send unsolicited promotional messages, or use the platform to arrange manufacturing of products or make representations that violate applicable dietary supplement, labeling, advertising, or other laws. SQ does not independently certify that any proposed formulation, claim, or transaction is lawful.

41.5. SQ may reasonably investigate suspected violations, request clarification or supporting information, remove or restrict prohibited content, limit affected functionality, and suspend or terminate accounts in accordance with the notice, cure, urgency, and other safeguards in the account-suspension provisions of these Terms. Measures should be proportionate to the circumstances and do not, by themselves, cancel an accepted manufacturing order or eliminate accrued payment or other contractual obligations.

41.6. Nothing in this Section prohibits lawful competition, legitimate requests for pricing, truthful communications, or other conduct protected by applicable law. This Section is subject to SQ’s confidentiality commitments, the parties’ agreed order documents, and mandatory legal rights.

42. Customer representations and warranties

42.1. Business authority. Each customer represents that it is duly authorized to use the platform for its business, that the person creating the account, submitting an RFQ, accepting a quote, or approving an order has authority to act on behalf of the customer, and that the customer will maintain accurate account and business information.

42.2. Rights to submitted materials. The customer represents that it owns or has sufficient licenses, permissions, and other rights to submit its formulas, ingredients lists, product specifications, artwork, trademarks, labeling, and other materials and to authorize their limited use and disclosure for quoting and fulfillment under these Terms. The customer will not knowingly submit materials that infringe third-party rights or violate confidentiality obligations.

42.3. Accuracy and cooperation. The customer shall provide materially accurate, reasonably complete, and current information relevant to the requested product, including specifications, intended markets, applicable claims, and customer-supplied materials, and shall promptly correct material errors or omissions when discovered. SQ and manufacturers may reasonably request clarifications and supporting documentation before proceeding.

42.4. Lawful requests. The customer shall not knowingly request manufacture, labeling, marketing claims, or distribution of products in violation of applicable law in the intended jurisdiction. Customer representations do not constitute a warranty that the manufacturer’s independent production activities, testing, facility practices, or finished product will comply with all laws.

42.5. Independent duties preserved. Participating manufacturers remain independently responsible for applicable manufacturing, quality, testing, recordkeeping, and regulatory obligations within their control. SQ remains responsible for its own agreed platform, payment-administration, confidentiality, and legal obligations. Neither SQ nor a manufacturer may rely on a customer representation to dispense with duties imposed on it by law.

42.6. Corrections and order impact. If information provided by a customer is materially inaccurate or incomplete, SQ may request correction, coordinate a pause in the affected RFQ or order, and facilitate mutually approved changes to cost, timing, or specifications. Allocation of resulting costs or liability follows causation, the accepted order, these Terms, and applicable law; no automatic forfeiture or cancellation arises solely from a disputed inaccuracy.

43. Customer indemnification and third-party claims

43.1. Covered third-party claims. Subject to this Section and applicable law, a customer shall defend, indemnify, and hold harmless SQ and its officers, employees, and authorized representatives against third-party claims, and reasonable, documented resulting damages, judgments, settlements, and defense expenses, to the extent arising from: (a) customer-submitted formulas, artwork, trademarks, specifications, or other materials that infringe or misappropriate a third party’s intellectual property rights; (b) the customer’s fraud or knowing unlawful conduct; or (c) the customer’s material breach of its representations, warranties, or other obligations under these Terms that causes the third-party claim.

43.2. Exclusions and allocation. A customer has no indemnification obligation to the extent a claim or loss results from SQ’s own negligence, willful misconduct, breach of these Terms, or independent legal obligations, or from a manufacturer’s independent acts or omissions not attributable to the customer. Where more than one party contributes to a claim, responsibility shall be allocated to the extent attributable to the relevant party’s conduct, consistent with applicable law. This Section does not make a customer the guarantor of manufacturing operations outside its control.

43.3. Notice and cooperation. SQ shall provide reasonably prompt written notice of a claim for which it seeks indemnification and reasonable information and cooperation in its defense, at the indemnifying customer’s expense for reasonable out-of-pocket costs. Delay in notice reduces the customer’s obligations only to the extent materially prejudiced by the delay. SQ may take reasonably necessary steps to protect its interests pending the customer’s response.

43.4. Defense and settlement. The customer may assume the defense using qualified counsel reasonably acceptable to SQ, provided the customer confirms its indemnification obligation in writing and diligently conducts the defense. SQ may participate through its own counsel at its own expense, except where a material conflict of interest reasonably requires separate counsel, in which case reasonable separate-counsel costs may be covered to the extent legally appropriate. The customer shall not agree to a settlement that admits wrongdoing by SQ, imposes nonmonetary duties on SQ, restricts SQ’s operations, or fails to provide SQ a full release without SQ’s prior written consent, not to be unreasonably withheld.

43.5. No expansion of independent obligations. This Section applies only to qualifying third-party claims, not ordinary first-party commercial disagreements, which remain governed by the payment, dispute-resolution, remedies, and liability provisions of these Terms. It does not displace mandatory law or create liability for SQ’s own wrongdoing.

44. Account closure and record retention

44.1. Customer-requested closure. A customer may request closure of its SQ account through the platform or an authorized SQ support channel. SQ shall use reasonable procedures to verify the requester’s authority and confirm the effective closure arrangements. Closure ends prospective access and does not, by itself, cancel any accepted quote, purchase order, or other binding commitment.

44.2. Outstanding orders and obligations. Before completing closure, SQ may require outstanding orders, payments, refunds, disputes, and other accrued obligations to be resolved or addressed through a documented, mutually authorized arrangement. SQ shall not unreasonably withhold closure solely to retain a customer; where appropriate, access may be disabled while necessary order administration and recordkeeping continue. The existing order, payment, dispute, and termination provisions remain controlling.

44.3. Record retention. Following closure, SQ may retain transaction histories, accepted quote and order records, electronic assent evidence, communications, accounting and payment records, and related information only to the extent reasonably necessary for legal, tax, accounting, regulatory, security, dispute-resolution, or legitimate business purposes, subject to the SQ Privacy Policy and applicable law. SQ shall apply reasonable access controls and retention practices and shall delete or de-identify information when retention is no longer justified, subject to lawful exceptions.

44.4. Confidential information and formulas. Closure does not transfer ownership of customer formulas or other intellectual property to SQ or authorize new uses of confidential information. The confidentiality, restricted-use, and intellectual-property protections of these Terms continue as provided in their survival provisions. Authorized manufacturers may retain records only as permitted by their agreements and applicable legal obligations.

44.5. Privacy rights and notices. Requests for access, correction, or deletion of personal information shall be handled under the SQ Privacy Policy and applicable law; account closure is not a promise that every transaction or compliance record can be immediately erased. SQ shall provide reasonable confirmation of account closure or explain any material pending requirements.

45. Material quote and pricing errors

45.1. Prompt reporting and review. If a party identifies a genuine, material clerical, transcription, or arithmetic error in an RFQ, manufacturer quote, customer-facing price, accepted quote, or purchase order, it shall notify SQ and the affected parties promptly after discovery and provide reasonable supporting information. SQ may coordinate a good-faith review of the discrepancy and the relevant records.

45.2. No unilateral post-acceptance changes. Acceptance of a quote remains binding under Section 3. Neither SQ nor a manufacturer may unilaterally increase the accepted price, alter quantities or specifications, or otherwise amend an accepted order merely by asserting that an error occurred. Any negotiated correction must be expressly approved by the affected customer and manufacturer and documented through an authorized amendment or replacement order record.

45.3. Genuine error distinguished from business risk. This procedure is limited to demonstrable material clerical or calculation mistakes, such as a misplaced decimal or transposed figure. Changes in ingredient prices, production costs, market conditions, or a party’s profitability after acceptance are not, by themselves, clerical errors and do not justify reopening an accepted price.

45.4. Unresolved disputes and legal rights. If the parties do not agree to a correction, the original accepted terms remain in effect unless and until modified by mutual agreement or by an applicable legal remedy. The parties retain any rights available under applicable law concerning mistake, misrepresentation, rescission, or other relief. Any cancellation, refund, deposit accounting, or dispute process remains subject to the applicable provisions of these Terms and law; SQ may coordinate a temporary administrative hold only where justified under those provisions and shall not treat the hold as an automatic cancellation.

45.5. Documentation and notices. SQ shall reasonably document the reported error, relevant quote and acceptance versions, communications, agreed corrections, and any resulting order amendments. The customer shall receive notice of any proposed change and must affirmatively approve a revised commercial term before it becomes binding.

46. Electronic communications, records, and consent

46.1. Electronic delivery. To the extent permitted by applicable law, the customer agrees that SQ may provide transaction-related communications, notices, order confirmations, accepted quotes, purchase orders, invoices, payment requests, amendments, and records electronically through the email address associated with the customer account or through the SQ platform. Communications governed by Section 29 remain subject to that Section’s delivery and notice requirements.

46.2. Current contact information. The customer shall maintain accurate account contact information, monitor the registered email address and relevant platform notifications, and promptly notify SQ of changes or suspected delivery issues. SQ shall use reasonable measures to deliver material transaction communications to the designated channels.

46.3. Consent safeguards and paper rights. This Section does not waive any separate electronic-record consent, affirmative assent, disclosure, accessibility, withdrawal, paper-copy, or non-electronic delivery requirement imposed by applicable law. Where such requirements apply, SQ shall obtain the necessary consent and provide the required disclosures and options before relying on electronic delivery. Withdrawal of consent shall be handled in accordance with applicable law and disclosed procedures and does not retroactively invalidate properly completed transactions.

46.4. Acceptance and records. Electronic communications do not replace the affirmative quote and order acceptance procedures in Sections 3 and 20. SQ may maintain reasonably reliable electronic records of notices, consents, transaction versions, delivery events, and acceptance timestamps consistent with its record-retention and privacy obligations. An unacknowledged communication is not deemed acceptance of a quote solely by virtue of electronic delivery.

46.5. Marketing communications. Consent to receive transaction-related electronic communications does not, by itself, authorize marketing messages where separate consent or an opt-out mechanism is required by law. Marketing communications shall comply with applicable consent and unsubscribe requirements.

46.6. Existing obligations and terms changes. Electronic delivery does not itself modify an accepted order, accelerate a payment obligation beyond the agreed terms, or permit unilateral material amendments. Changes to these Terms remain subject to Section 22 and other applicable agreement requirements.

47. AI Formula Helper and Draft Formulations

47.1. The AI Formula Helper, if made available, generates preliminary drafting suggestions only. Its output is not verified formulation, manufacturing, safety, labeling, medical, or regulatory advice. SQ does not warrant accuracy, completeness, fitness for a product, regulatory compliance, or manufacturability of generated content, except for duties that cannot lawfully be disclaimed.

47.2. Customer is responsible for obtaining appropriate qualified review and independently validating ingredient choices, quantities, safety, claims, specifications, labeling, and legal compliance before requesting manufacture. Use of the tool does not shift a Manufacturer’s separately agreed or legally imposed manufacturing and quality obligations to the Customer.

47.3. As between SQ and Customer, the Customer retains its rights in its submitted confidential formula materials, subject to third-party rights and applicable law. SQ receives only the limited permissions needed to provide the requested AI drafting, storage, authorized RFQ submission, support, security, and lawful compliance functions. AI outputs may not be unique or independently protectable. Confidential information may not be reused for unrelated SQ or affiliated-manufacturer commercial purposes.

47.4. AI conversations and drafts may be processed by authorized service providers as described in the Privacy Policy. SQ will handle such information in accordance with applicable law and its published privacy disclosures.

48. Contract acceptance, suspension, termination and continuing obligations

Existing specific order, payment, and NDA provisions control where more precise.

Affirmative electronic acceptance and evidence

Where these terms require acceptance, SQ will present the applicable agreement and require a deliberate affirmative action (such as an unchecked checkbox and an Accept control) before the relevant protected action. SQ should retain the exact agreement version or immutable snapshot/hash, user/account identifier, signer name and capacity where appropriate, UTC timestamp, assent event, and available security metadata. Mere website browsing does not substitute for acceptance of a separately required contract. Any electronic signature or consent process remains subject to applicable law.

Material changes and reacceptance

SQ may update terms prospectively with reasonable notice appropriate to the change and applicable law. Material changes to accepted contractual obligations require affirmative reacceptance when required by law or the governing contract; they do not silently rewrite accepted orders. SQ may restrict new RFQs, quoting, or other affected features until required reacceptance is completed, without unlawfully withholding existing records or amounts due.

Suspension, notice and cure

SQ may temporarily restrict or suspend an account for suspected fraud, confidentiality breach, material nonpayment, security threats, regulatory concerns, or material violations. When practicable and not unsafe, SQ will provide the reason and a reasonable opportunity to cure a remediable breach. Immediate restriction may be used for urgent legal, security, financial, or confidentiality risks. SQ will maintain a record of the reason, decision, notice and any review.

Termination and survival

Termination ends future marketplace privileges but does not automatically cancel an accepted purchase order or waive accrued fees, outstanding payments, dispute rights, customer or manufacturer obligations, confidentiality, intellectual-property restrictions, indemnities, or provisions intended to survive. Existing orders will be completed, transferred, suspended, or cancelled only under the applicable accepted order terms and law. SQ will provide legally required access to records and data-rights processes after account closure.