Kaerwell Health — Terms of Use

1. Introduction and Acceptance of Terms

Welcome to Kaerwell Health. These Terms of Use (“Terms,” “Terms of Use,” or “Agreement”) constitute a legally binding agreement between you (“you,” “your,” or “User”) and Kaerwell Health LLC (“Kaerwell,” “Kaerwell Health,” “we,” “us,” or “our”), governing your access to and use of the website located at kaerwellhealth.com, including all subdomains, related websites, mobile applications, and any other online services or platforms operated by Kaerwell (collectively, the “Platform”), as well as any products, content, features, tools, or services made available through the Platform (collectively, the “Services”).

The Platform is designed for and made available to qualified healthcare professionals, authorized retailers, and other approved wholesale buyers for use in their professional or business capacity. By accessing, browsing, registering for an account on, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use, our Privacy Policy (available at kaerwellhealth.com/privacy), and any additional terms, conditions, policies, guidelines, or rules that may apply to specific sections of the Platform, features, promotions, or services (collectively, “Additional Terms”). If Additional Terms conflict with these Terms of Use, the Additional Terms shall control with respect to the applicable subject matter.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE PLATFORM OR ANY OF THE SERVICES. YOUR CONTINUED USE OF THE PLATFORM FOLLOWING THE POSTING OF ANY CHANGES TO THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

By clicking “I Agree,” “Create Account,” “Sign Up,” or any similar button or link during the registration process, by accessing or using the Platform after these Terms have been posted, or by completing a purchase on the Platform, you confirm that you have had the opportunity to read these Terms in their entirety, that you understand them, and that you agree to be bound by them. You acknowledge that your electronic acceptance constitutes a legally binding signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as adopted in your jurisdiction.

Kaerwell maintains a timestamped record of each User’s acceptance of these Terms, including the version accepted, and may produce such records in connection with any dispute regarding the enforceability of these Terms.

These Terms apply to all Users of the Platform, including without limitation practitioners, healthcare professionals, authorized retailers, wholesale buyers, browsers, vendors, sellers, contributors of content, and any other persons who access the Platform for any purpose.

2. Definitions

“Account” means the registered user account you create to access certain features of the Platform, including but not limited to purchasing products, designing private labels, and managing orders.

“Authorized User” means any employee, agent, contractor, office manager, or other person whom you permit to access or use the Platform under your Account or using your Account credentials.

“Brand” or “Seller” means any third-party manufacturer, distributor, supplier, or other entity that lists, offers, or makes available products for sale through the Platform, whether for wholesale purchase, private labeling, or any other transaction. For the avoidance of doubt, certain affiliates of Kaerwell Health LLC may act as a Seller on the Platform for certain Products; in such cases, the applicable affiliate entity — not Kaerwell Health LLC — is the Seller of Record for those transactions.

“Content” means any text, images, photographs, graphics, logos, data, product descriptions, supplement facts, labels, recommendations, reviews, comments, messages, or any other materials or information displayed on, uploaded to, or transmitted through the Platform, whether by Kaerwell, Sellers, Practitioners, or Users.

“Design Materials” means label designs, practice logos, brand elements, and other business materials you upload to or create through the Platform’s label design tools.

“Kaerwell Entities” means Kaerwell Health LLC, together with its parent company, subsidiaries, affiliates, and related entities, and each of their respective officers, directors, members, managers, employees, agents, contractors, licensors, suppliers, successors, and assigns.

“Platform Fees” means all fees, commissions, service charges, and other charges applicable to your use of the Platform, as disclosed on the Platform, in your Account dashboard, or in applicable supplemental terms.

“Practitioner” means a qualified and, where required by applicable law, licensed healthcare professional, including but not limited to naturopathic doctors (NDs), doctors of chiropractic (DCs), medical doctors (MDs), doctors of osteopathy (DOs), registered dietitians, health coaches, and other authorized professionals who use the Platform for the purpose of purchasing products at wholesale prices, designing private labels, or otherwise engaging with the Services in a professional capacity.

“Private Label Design” means the feature available through the Platform that enables qualified Practitioners to design custom labels for eligible products from participating Brands, subject to the applicable Brand’s authorization and Kaerwell’s policies.

“Products” means any dietary supplements, health products, nutritional products, or other goods listed, offered, or made available for purchase or private labeling through the Platform by Sellers or Brands.

“Qualified Buyer” means any Practitioner or other business entity that has been approved by Kaerwell to purchase Products through the Platform, including but not limited to healthcare professionals, authorized retailers, health food stores, specialty grocers, gyms, spas, wellness centers, and other wholesale purchasers. Eligibility for Qualified Buyer status is determined by Kaerwell in its sole discretion and may vary by Product or Brand based on the applicable Seller’s authorized distribution policies. Where these Terms refer to “Practitioners,” such references shall be deemed to include all Qualified Buyers unless the context clearly indicates otherwise (e.g., NPI verification requirements apply only to healthcare professionals).

“Wholesale” means the sale of Products at wholesale pricing to verified Qualified Buyers who have completed the applicable verification process and provided applicable resale certificates or other documentation required by Kaerwell.

3. The Role of Kaerwell Health

3.1 Platform Operator, Not a Seller

THE PLATFORM IS AN ONLINE E-COMMERCE PLATFORM THAT CONNECTS QUALIFIED BUYERS WITH THIRD-PARTY SELLERS (INCLUDING BRANDS AND MANUFACTURERS) FOR THE SALE OF DIETARY SUPPLEMENTS AND RELATED HEALTH PRODUCTS. KAERWELL HEALTH LLC IS NOT THE MANUFACTURER, PRODUCER, OR SELLER OF ANY PRODUCTS LISTED ON THE PLATFORM. KAERWELL HEALTH LLC’S ROLE IS LIMITED EXCLUSIVELY TO OPERATING THE PLATFORM AND FACILITATING TRANSACTIONS BETWEEN QUALIFIED BUYERS AND SELLERS. PRODUCTS ARE SOLD BY THE APPLICABLE THIRD-PARTY BRAND, MANUFACTURER, OR AFFILIATED ENTITY IDENTIFIED AS THE SELLER IN THE PRODUCT LISTING — EACH OF WHICH IS A SEPARATE LEGAL ENTITY FROM KAERWELL HEALTH LLC. WHERE A PRODUCT IS SOLD BY AN AFFILIATED ENTITY, THAT ENTITY — NOT KAERWELL HEALTH LLC — IS THE SELLER OF RECORD.

Kaerwell Health LLC does not at any point take title to, take possession of, warehouse, inspect, test, handle, manufacture, repackage, or exercise physical control over any Products listed on the Platform. All Products are owned, manufactured, stored, and shipped by the applicable Seller, Brand, or their designated fulfillment agents. Kaerwell Health LLC’s involvement is limited to providing the technology platform through which transactions are initiated and processed.

When you purchase a Product through the Platform, the sale is between you and the applicable Seller identified in the product listing. The Seller may be a third-party Brand, manufacturer, or an affiliated entity of Kaerwell Health LLC — but it is never Kaerwell Health LLC itself. Kaerwell Health LLC facilitates the transaction solely by providing the Platform, processing the payment on behalf of the Seller as a limited payment-collection agent, and coordinating fulfillment through third-party service providers. Kaerwell Health LLC is not a party to the underlying sale of Products between you and any Seller, regardless of whether the Seller is a third party or an affiliate of Kaerwell Health LLC.

The listing of Products on the Platform by any Seller does not constitute Kaerwell’s endorsement, sponsorship, recommendation, or approval of such Products, nor does it constitute any representation or warranty by Kaerwell regarding the quality, safety, efficacy, legality, or suitability of such Products.

3.2 Tax Collection and Remittance

Where applicable under state and local tax law, Kaerwell operates as a “marketplace facilitator” (as that term is defined in applicable statutes) and is responsible for the collection and remittance of applicable sales taxes, use taxes, and other transaction-based taxes on sales made through the Platform in jurisdictions where such laws apply. The taxes collected are calculated based on the shipping destination, the nature of the Products, and the applicable tax rates in effect at the time of the transaction.

Kaerwell’s collection and remittance of taxes pursuant to marketplace facilitator laws is performed solely for tax compliance purposes and does not alter, expand, or create any additional obligations, warranties, or liability on the part of Kaerwell Health LLC with respect to Products, Sellers, or any transaction conducted through the Platform.

In jurisdictions where marketplace facilitator laws do not apply, Kaerwell may collect taxes on behalf of the applicable Seller as the Seller’s collection agent, and such taxes shall be remitted by Kaerwell to the applicable taxing authorities in accordance with applicable law.

Tax Calculation Accuracy. Tax amounts are calculated using third-party tax engines and the information available to Kaerwell at the time of the transaction. While Kaerwell believes these calculations to be accurate, Kaerwell does not warrant the accuracy of any tax calculation. If a tax overcharge occurs due to a system error, Kaerwell will refund the excess tax upon verification. If a tax undercharge occurs due to a system error and not due to a fraudulent or invalid exemption certificate, Kaerwell reserves the right to charge the applicable tax difference to your payment method on file but will not seek penalties, interest, or other charges from you for system-caused undercharges. Kaerwell will provide reasonable notice before charging any tax adjustment.

Tax-Exempt Purchases. If you qualify for sales tax exemption, you must provide Kaerwell with a valid resale certificate, tax-exempt certificate, or other documentation required under applicable law prior to placing your order. Kaerwell reserves the right to verify the validity of any such certificate and to charge applicable taxes if the certificate is determined to be invalid, expired, or insufficient.

You represent and warrant that any tax documentation you provide to Kaerwell is valid, current, accurate, and legally sufficient. If any tax exemption you have claimed is subsequently invalidated, revoked, or determined to be fraudulent or insufficient by any taxing authority, you agree to reimburse Kaerwell promptly upon demand for all taxes, penalties, interest, and costs (including reasonable attorneys’ fees and audit costs) that Kaerwell is required to pay as a result. Kaerwell reserves the right to charge such amounts to the payment method on file for your Account or to offset such amounts against any funds otherwise payable to you.

3.3 Payment Processing

Kaerwell processes payments centrally through one or more third-party payment processors (e.g., Stripe). When you make a purchase, your payment is collected by Kaerwell on behalf of the applicable Seller. Kaerwell then distributes the Seller’s portion, less applicable Platform Fees, taxes, shipping charges, and other deductions, to the Seller in accordance with Kaerwell’s seller payment terms. The payment descriptor on your credit card or bank statement will display “Kaerwell” or “Kaerwell Health” or a similar identifier; however, this descriptor is used solely for payment processing convenience and does not make Kaerwell Health LLC the seller of the Products. The Seller of Record for any transaction is the entity identified in the applicable product listing, not the entity whose name appears on the payment descriptor.

3.4 Fulfillment Services

Products purchased through the Platform may be fulfilled by an affiliated fulfillment entity, by the Seller directly, or by a third-party fulfillment provider designated by the Seller. Any affiliated entity involved in fulfillment acts solely as a fulfillment agent and is not the seller of the Products it warehouses, picks, packs, or ships. The involvement of any fulfillment agent in the fulfillment of your order does not create any warranty, guarantee, or liability on the part of such entity with respect to the Products themselves.

Kaerwell Health LLC does not direct, supervise, or control the day-to-day warehouse operations, inventory management, picking, packing, or shipping activities of any fulfillment provider, whether affiliated or unaffiliated. Each fulfillment provider operates independently under its own management, operational procedures, and quality controls.

3.5 No Duty to Inspect, Test, or Vet Products

Kaerwell does not inspect, test, analyze, authenticate, or independently evaluate any Products listed on the Platform. Kaerwell is not a distributor, retailer, or bailee of any Products within the meaning of any federal or state product safety, consumer protection, or product liability statute, including but not limited to the Consumer Product Safety Act (CPSA). Any references on the Platform or in Kaerwell’s marketing materials to “trusted brands,” “professional-grade products,” “quality,” or similar language reflect the general reputation of the Brands participating on the Platform and do not constitute a representation, warranty, or guarantee by Kaerwell regarding the safety, quality, efficacy, or fitness of any specific Product. Such language does not create any duty on the part of Kaerwell to inspect, test, vet, or evaluate Products, nor does it create any liability for Kaerwell in connection with any Product. Kaerwell’s verification of Qualified Buyers (Section 4) and its facilitation of transactions do not constitute an assumption by Kaerwell of any duty of care with respect to the Products themselves.

3.6 Catalog Display, Search Results, and Product Placement

Kaerwell determines the organization, display, ranking, and placement of Products in the catalog, search results, featured sections, and all other areas of the Platform in its sole and absolute discretion. Factors that may influence product display and ranking include, but are not limited to, relevance to search queries, sales volume, product availability, Brand participation level, promotional arrangements, inventory status, user behavior, and any other criteria Kaerwell deems relevant.

No Seller, Brand, or Qualified Buyer is entitled to any particular placement, ranking, visibility, or prominence on the Platform. Kaerwell’s display and ranking decisions do not constitute an endorsement, recommendation, or preference for any particular Product or Brand, and do not create any obligation of equal treatment, proportional visibility, or fair positioning. Kaerwell reserves the right to modify its display, ranking, and placement criteria at any time without notice.

3.7 Exclusive and Preferential Brand Arrangements

Kaerwell may enter into exclusive, preferential, promotional, or other arrangements with certain Brands or Sellers (“Partner Arrangements”). Such Partner Arrangements may result in certain Products being available exclusively through the Platform, certain Brands receiving enhanced visibility or promotional placement, or other preferential treatment.

Partner Arrangements are established to enhance the breadth, quality, and competitiveness of Products available to Qualified Buyers on the Platform and do not restrict any Qualified Buyer’s ability to purchase products from other sources outside the Platform. The existence of any Partner Arrangement does not create any obligation on the part of Kaerwell to offer similar arrangements to any other Brand or Seller.

3.8 Regulatory Cooperation

Kaerwell may receive inquiries, subpoenas, requests for information, or other communications from federal, state, or local regulatory authorities, including but not limited to the FDA, FTC, CPSC, state attorneys general, and state taxing authorities.

Kaerwell reserves the right to cooperate with any such regulatory inquiry, including by producing records, transaction data, product information, Seller information, and Qualified Buyer information, to the extent required or requested by applicable law. Kaerwell’s cooperation with any regulatory inquiry shall not be construed as an admission of liability, an acknowledgment that any violation has occurred, or a concession of Kaerwell’s status as a seller, distributor, retailer, or any other designation under any applicable statute or regulation. Kaerwell will make commercially reasonable efforts to notify you if your information is the subject of a regulatory request, unless such notification is prohibited by law or by the terms of the regulatory request.

3.9 Content Moderation

Kaerwell reserves the right, but not the obligation, to review, monitor, edit, remove, or disable access to any Content, Product listings, User accounts, or other materials on the Platform at any time, for any reason, in its sole discretion.

To the fullest extent permitted by applicable law, including Section 230 of the Communications Decency Act (47 U.S.C. § 230), Kaerwell shall not be liable for any good-faith content moderation decision, including but not limited to the removal or modification of Product listings, the removal of User-submitted content, the suspension or termination of User or Seller accounts, or the restriction of access to any portion of the Platform. No content moderation action or inaction by Kaerwell shall be construed as an endorsement, approval, or verification of any Content or Product listing that remains on the Platform.

3.10 Not a Pharmacy

Kaerwell is not a pharmacy, drug store, or pharmaceutical distributor. Kaerwell does not dispense medications, controlled substances, prescription drugs, or pharmaceutical products of any kind. Kaerwell does not engage in any activity that constitutes the practice of pharmacy under any applicable federal or state law. All Products available on the Platform are dietary supplements regulated under the Dietary Supplement Health and Education Act of 1994 (DSHEA) and applicable state laws governing dietary supplements. Dietary supplements are legally distinct from drugs and pharmaceutical products. Nothing on the Platform should be construed as an offer to dispense, prescribe, or sell pharmaceutical products.

If your state pharmacy board or other licensing authority has questions about the nature of the Products or Services available on the Platform, Kaerwell will cooperate with reasonable inquiries to demonstrate the dietary supplement (non-pharmaceutical) nature of its operations.

4. Eligibility, Account Registration, and Verification

4.1 Eligibility

The Platform and its Services are intended for use by qualified healthcare professionals, authorized retailers, and other approved wholesale buyers acting in their professional or business capacity. To use the Platform, you must be at least eighteen (18) years of age (or the age of legal majority in your jurisdiction, whichever is greater) and must be acting in a professional or business capacity. By using the Platform, you represent and warrant that you meet these requirements and that you have the legal capacity to enter into this Agreement.

The Platform and the Services are intended for use within the United States. Any access to or use of the Platform from outside the United States is at your own risk. If you access or use the Platform from a location outside the United States, you are solely responsible for compliance with all applicable local laws, regulations, import restrictions, customs requirements, and professional licensing requirements of your jurisdiction. Kaerwell makes no representation that any Products or Services available through the Platform are appropriate, lawful, available, or authorized for use, sale, or distribution in any jurisdiction outside the United States. Kaerwell shall not be liable for any claims, penalties, regulatory actions, or damages arising from your purchase, importation, use, resale, or distribution of Products outside the United States.

Access to wholesale purchasing, private label design, and other core features of the Platform requires successful completion of an applicable verification process. Kaerwell reserves the right, in its sole discretion, to deny, restrict, or revoke access to any features of the Platform to any User at any time. Access to certain Products or pricing tiers may be further restricted based on the applicable Brand’s or Seller’s authorized distribution policies.

4.2 Account Registration and Security

To access certain features of the Platform, you must create an Account by providing accurate, current, and complete information during the registration process, including your name, email address, and any additional information required for verification.

You are responsible for maintaining the confidentiality of your Account credentials, including your password. You agree to immediately notify Kaerwell of any unauthorized use of your Account or any other breach of security. Kaerwell shall not be liable for any loss or damage arising from your failure to protect your Account credentials. You are fully responsible for all activities that occur under your Account, whether or not authorized by you.

If you permit any Authorized User to access or use the Platform under your Account, you are solely responsible for all actions taken by such Authorized User as if they were your own, including orders placed, label designs created, content submitted, and payment obligations incurred. Kaerwell is not obligated to verify the identity of any person accessing your Account, to distinguish between your actions and those of any Authorized User, or to provide role-based access controls, multi-user management, or usage restrictions within your Account. Any breach of these Terms by an Authorized User shall be deemed a breach by you.

In the event of suspected unauthorized access to your Account, you must notify Kaerwell immediately at support@kaerwell.com. Upon receiving timely notification, Kaerwell will make commercially reasonable efforts to secure your Account, investigate the reported unauthorized activity, and, where feasible, assist in reversing unauthorized transactions. However, Kaerwell does not guarantee the reversal of any transaction and shall not be liable for any losses arising from unauthorized Account access, except to the extent such unauthorized access resulted directly from a security vulnerability in the Platform caused by Kaerwell’s gross negligence. Kaerwell strongly recommends that Qualified Buyers maintain strong, unique passwords, enable any multi-factor authentication features offered by the Platform, and review Account activity regularly.

4.3 Account Succession

Accounts are personal to the registered Qualified Buyer and are non-transferable except with Kaerwell’s prior written consent. In the event of the death, incapacity, or dissolution of the registered Qualified Buyer, Kaerwell may, in its sole discretion and upon receipt of satisfactory legal documentation (such as a death certificate, letters testamentary, court order, power of attorney, or certificate of dissolution), grant limited access to the Account to a verified legal representative, executor, administrator, or successor entity.

Such limited access may include order history, account balance information, and label design files, but shall not include access to any third-party personal information, patient or client data, or any other information subject to privacy restrictions under applicable law. Kaerwell reserves the right to require a legal representative to create a new Account and complete a new verification process before placing future orders. Kaerwell shall not be liable for any delay, limitation, or denial of access to a deceased or incapacitated Qualified Buyer’s Account, provided Kaerwell acts in good faith.

4.4 Verification

Qualified Buyers who wish to access wholesale pricing, private label design tools, or other restricted features must complete Kaerwell’s verification process. The specific requirements may vary depending on the type of buyer.

For healthcare professionals, the verification process may include: (a) providing your National Provider Identifier (NPI) for validation against the NPPES; (b) providing proof of professional licensure, certification, or other credentials; (c) providing a valid resale certificate or tax-exempt certificate, if applicable; and (d) providing such other information or documentation as Kaerwell may reasonably request.

For authorized retailers, health food stores, and other non-practitioner wholesale buyers, the verification process may include: (a) providing proof of a valid business license, retail permit, or other evidence of a bona fide business operation; (b) providing a valid resale certificate or tax-exempt certificate, if applicable; (c) providing evidence of authorization to distribute the applicable Brand’s products, if required; and (d) providing such other information or documentation as Kaerwell may reasonably request.

Kaerwell reserves the right to approve or deny any verification request in its sole discretion and to revoke verified status at any time.

Verification reflects your credential or business status at the time of initial verification only. Kaerwell may, but is not obligated to, periodically re-verify your credentials, licensure status, or business standing. Kaerwell does not continuously monitor licensing boards, regulatory agencies, or other sources for changes to your credential status. If your professional license, certification, or business authorization is suspended, revoked, expired, or otherwise invalidated, it is your sole responsibility to notify Kaerwell immediately and to cease using any Platform features that require verified status. Kaerwell shall not be liable to you, your patients, your clients, your customers, or any third party for any harm arising from your continued use of the Platform after a change in your credential or business status.

Kaerwell’s verification of your professional credentials or business status is performed solely for the purpose of determining Platform access eligibility. Verification does not constitute an endorsement, certification, or guarantee of your professional qualifications, competency, judgment, or conduct. Each Brand or Seller retains the sole and absolute right to restrict, suspend, or revoke any Qualified Buyer’s ability to purchase its Products at any time, for any reason or no reason, without notice and without liability. Kaerwell performs buyer vetting in accordance with each Brand’s or Seller’s guidelines; however, verification by Kaerwell does not override or limit a Brand’s or Seller’s independent right to control its own distribution.

4.5 NPI Data

Your NPI number and other professional credential data are collected solely for the purpose of verification and Platform access eligibility. Kaerwell’s collection, use, storage, and handling of NPI data are governed by the Privacy Policy. Kaerwell will not sell NPI data to third parties or use NPI data for marketing purposes unrelated to Platform operations.

4.6 Data Retention After Account Termination or Deletion Request

Notwithstanding any account termination, account deletion, or data deletion request you may submit (including requests under the California Consumer Privacy Act, Virginia Consumer Data Protection Act, or any other applicable privacy law), Kaerwell may retain certain records as required by applicable law, regulatory obligations, or legitimate business interests, including: (a) transaction and order history, for tax compliance, audit defense, and financial record-keeping; (b) product purchase records, for adverse event reporting, recall tracing, and lot tracking; (c) NPI and credential verification records; (d) communications related to disputes, complaints, or legal claims; and (e) any other records Kaerwell is required or permitted to retain. Such retention does not constitute a violation of these Terms, the Privacy Policy, or any applicable privacy law.

4.7 Accuracy of Information

You represent and warrant that all information you provide to Kaerwell is truthful, accurate, current, and complete. You agree to promptly update your Account information to ensure it remains accurate. Providing false, misleading, or fraudulent information constitutes a material breach of these Terms and may result in immediate termination of your Account.

5. Products, Product Information, and Dietary Supplement Disclaimers

5.1 Product Descriptions and Information

Product descriptions, ingredients, supplement facts, dosage information, suggested use, warnings, allergen statements, images, and all other product-related information displayed on the Platform (“Product Information”) are provided by the applicable Seller, Brand, or manufacturer. Kaerwell does not independently verify, audit, test, or guarantee the accuracy, completeness, reliability, or currentness of any Product Information.

YOU ACKNOWLEDGE AND AGREE THAT KAERWELL SHALL NOT BE LIABLE FOR ANY ERRORS, INACCURACIES, OR OMISSIONS IN PRODUCT INFORMATION. AS A QUALIFIED BUYER, YOU ARE SOLELY RESPONSIBLE FOR EXERCISING YOUR OWN INDEPENDENT PROFESSIONAL OR BUSINESS JUDGMENT IN EVALUATING AND SELECTING PRODUCTS. IT IS YOUR RESPONSIBILITY TO READ ALL PRODUCT LABELS, WARNINGS, AND PACKAGING PROVIDED BY THE MANUFACTURER BEFORE USING, RECOMMENDING, RESELLING, OR DISTRIBUTING ANY PRODUCT PURCHASED THROUGH THE PLATFORM.

In the event of a discrepancy between the Product Information displayed on the Platform and the information on the physical product label or packaging, the physical label or packaging shall control.

5.2 Dietary Supplement Disclaimer — FDA/DSHEA

THE PRODUCTS AVAILABLE ON THE PLATFORM ARE DIETARY SUPPLEMENTS REGULATED UNDER THE DIETARY SUPPLEMENT HEALTH AND EDUCATION ACT OF 1994 (“DSHEA”). DIETARY SUPPLEMENTS ARE NOT DRUGS AND ARE NOT INTENDED TO BE USED AS DRUGS.

THESE STATEMENTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION (FDA). THE PRODUCTS AVAILABLE ON THIS PLATFORM ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE.

Any structure/function claims or health-related claims regarding Products are made by the applicable Seller, Brand, or manufacturer and are not claims or representations of Kaerwell. Kaerwell does not evaluate, verify, or endorse any such claims.

5.3 Professional Use and Independent Judgment

THE PLATFORM IS A TOOL FOR QUALIFIED BUYERS OPERATING IN THEIR PROFESSIONAL OR BUSINESS CAPACITY. NOTHING ON THE PLATFORM CONSTITUTES MEDICAL ADVICE FROM KAERWELL OR A RECOMMENDATION BY KAERWELL TO USE ANY PARTICULAR PRODUCT FOR ANY PARTICULAR PURPOSE. Kaerwell is not a healthcare provider and does not practice medicine.

As a Qualified Buyer, you are solely responsible for: (a) evaluating the suitability, safety, and regulatory compliance of any Product for use in your practice or business; (b) any recommendations you make to your clients, patients, or customers; (c) complying with all applicable laws, regulations, and professional standards governing your practice or business; and (d) maintaining any professional liability, product liability, general commercial liability, or other insurance required or appropriate for your practice or business.

5.4 Product Recalls and Safety

In the event of a product recall, safety alert, or other quality issue, Kaerwell will make commercially reasonable efforts to cooperate with the applicable Seller, Brand, manufacturer, and regulatory authorities to remove affected listings, notify affected purchasers, and facilitate remedial actions. Kaerwell does not guarantee that it will become aware of all recalls or safety issues in a timely manner, and Kaerwell shall not be liable for any harm arising from your use of a Product that is subsequently recalled or found to be unsafe.

5.5 Adverse Event Reporting

Under federal law, manufacturers, packers, and distributors of dietary supplements are required to report serious adverse events to the FDA. Kaerwell Health LLC is a technology platform, not a manufacturer, packer, or distributor of Products, and does not file adverse event reports (MedWatch reports) with the FDA. The reporting obligation rests with the applicable Seller, Brand, or manufacturer.

If you become aware of any serious adverse event associated with a Product purchased through the Platform, you must: (a) report the adverse event directly to the applicable Seller, Brand, or manufacturer; and (b) promptly notify Kaerwell at safety@kaerwell.com so that Kaerwell can take appropriate platform-level action. Kaerwell’s receipt and forwarding of an adverse event notification is performed solely as a platform operator service and does not constitute an acknowledgment of any independent reporting obligation or an assumption of distributor, manufacturer, or packer status.

5.6 Allergen and Sensitivity Information

Kaerwell does not independently verify allergen statements and cannot guarantee that Products are free from any particular allergen or substance. You are solely responsible for reviewing all Product labels and packaging before using, recommending, reselling, or distributing any Product.

5.7 Expiration Dates, Shelf Life, and Product Storage

Kaerwell does not guarantee that any Product shipped to you will have any particular remaining shelf life, expiration date, or use-by date. Expiration dates and lot numbers may or may not be displayed on the Platform; where displayed, such information may not reflect the specific lot shipped to you. Kaerwell Health LLC does not direct, supervise, or control inventory management practices, including FIFO rotation, temperature control, or expiration monitoring at any warehouse or fulfillment facility. You are responsible for inspecting all Products upon receipt, including verification of expiration dates and product integrity.

6. Purchases, Pricing, and Orders

6.1 Product Availability, Pricing, and Brand Discretion

All Products are subject to availability. Kaerwell reserves the right to discontinue, limit quantities of, or restrict the availability of any Product at any time, without notice and without liability. Pricing is established by the applicable Seller or Brand and may change at any time. Pricing errors may occur; in such events, Kaerwell reserves the right to cancel any orders placed at the incorrect price and to either refund your payment or offer you the opportunity to purchase at the correct price.

All promotional pricing, discounts, credits, introductory offers, and special pricing programs are temporary and may be modified, suspended, or discontinued at any time, without prior notice and without liability. Promotional pricing does not create any entitlement to continued pricing at promotional rates. You should not build practice commitments, patient protocols, business plans, or customer relationships in reliance on promotional or introductory pricing.

Each Brand or Seller on the Platform retains sole and absolute discretion over the distribution of its Products, including the right to restrict, suspend, or terminate any Qualified Buyer’s access to its Products at any time, for any reason or no reason, without prior notice. Kaerwell is not responsible for any Brand’s or Seller’s distribution decisions. If a Brand restricts your access, your Account and access to other Products on the Platform will not be affected unless separately restricted by Kaerwell. Any dispute regarding a Brand’s restriction decision is solely between you and that Brand. Kaerwell’s implementation of any Brand’s or Seller’s decision to restrict a Qualified Buyer’s access, including the removal of product listings or the blocking of purchase functionality, is performed solely at the direction and on behalf of the applicable Brand or Seller, and shall not give rise to any claim against Kaerwell for tortious interference with business relationships, breach of contract, discrimination, restraint of trade, or any other cause of action.

6.2 Order Acceptance and Cancellation

Your placement of an order constitutes an offer to purchase. Kaerwell reserves the right to accept or reject any order for any reason. An order is not accepted until Kaerwell sends you an order confirmation, and acceptance occurs when the Products are shipped.

Order acceptance is contingent on continued Product availability. If a Product becomes unavailable after order acceptance due to supply chain disruptions, manufacturer delays, production shortages, regulatory holds, product recalls, quality issues, Brand departure from the Platform, or any other event beyond Kaerwell’s or the Seller’s reasonable control, Kaerwell may cancel the order and issue a full refund. Such refund shall constitute your sole and exclusive remedy. Kaerwell shall not be liable for any damages arising from the cancellation of an order due to Product unavailability, including but not limited to lost profits, lost business opportunities, costs of substitute products, or delayed patient or customer protocols. Kaerwell will make commercially reasonable efforts to notify you promptly and, where feasible, suggest alternative Products.

6.3 Technology Errors and Transaction Corrections

The Platform may contain bugs, glitches, errors, or deficiencies that could affect any aspect of your experience, including product pricing, product descriptions, supplement facts display, inventory availability, order processing, shipping calculations, tax calculations, or label design output. You acknowledge that technology errors may occur and that Kaerwell does not warrant that the Platform will operate without error.

Kaerwell reserves the right to: (a) cancel, reverse, or modify any order affected by a pricing error, inventory error, duplicate order, or other system-generated mistake, regardless of whether the order has been confirmed or shipped; (b) charge or refund the difference between the erroneous price and the correct price; (c) correct any erroneous Product Information displayed on the Platform without liability for prior reliance; and (d) void or reverse duplicate transactions, including those generated by API integrations, automated ordering systems, or third-party software.

Kaerwell shall not be liable for any damages arising from technology errors. If you place an order through any automated means, including API integrations, EHR system connections, or automated reorder systems, you are solely responsible for verifying the accuracy of all such orders.

6.4 Payment Terms

Payment is due at checkout unless otherwise agreed in writing. By providing a payment method, you represent that you are authorized to use it and that all payment information is accurate. You authorize Kaerwell to charge the applicable amount, including Product prices, shipping costs, applicable taxes, and Platform Fees.

6.5 Wholesale Pricing and Pricing Variations

Wholesale pricing is available exclusively to verified Qualified Buyers. Wholesale pricing is provided for professional use, resale, or distribution in accordance with applicable Brand or Seller authorization and applicable law. Wholesale pricing is subject to MAP policies and authorized distribution requirements. Kaerwell reserves the right to adjust, suspend, or revoke wholesale pricing for non-compliance.

Wholesale pricing for the same Product may vary among Qualified Buyers based on factors including order volume, account history, buyer classification, geographic location, Brand-established pricing tiers, negotiated contractual terms, promotional programs, and other criteria. Any such pricing variations reflect the applicable Brand’s or Seller’s pricing decisions and/or legitimate, non-discriminatory business criteria. Kaerwell does not guarantee price parity between Qualified Buyers for the same Product. You acknowledge that other Qualified Buyers may receive different pricing and agree that such variations do not give rise to any claim against Kaerwell or any Seller.

6.6 Downstream Resale and Distribution Obligations

If you resell, distribute, or otherwise make available to third parties any Products purchased through the Platform, you represent, warrant, and agree that: (a) you will do so only in compliance with all applicable laws and regulations, including FDA labeling requirements, FTC advertising guidelines, and state consumer protection laws; (b) you will not alter, repackage, relabel, adulterate, or tamper with any Product except through the authorized Private Label Design feature with Brand approval; (c) you will not resell through unauthorized channels or in violation of the applicable Brand’s distribution policies; (d) you will ensure all FDA-required disclaimers, warnings, and supplement facts panels remain intact; (e) you will maintain any required licenses or permits; and (f) you are solely responsible for all downstream claims, liabilities, and regulatory actions.

Violation of the foregoing may result in immediate termination and revocation of wholesale pricing. You agree to indemnify the Kaerwell Entities from any claims arising from your downstream resale, distribution, or administration of Products in violation of this Section or applicable law.

6.7 Fee Transparency

All Platform Fees will be disclosed on the Platform, in your Account dashboard, or in applicable supplemental terms prior to your incurring such fees. Where Platform Fees are embedded in Product pricing, Kaerwell will disclose this pricing structure on the Platform or in supplemental terms. Your continued use of the Platform after disclosure of any Platform Fee constitutes acceptance. Kaerwell reserves the right to modify its fee structure upon reasonable notice. Fee modifications shall not apply to orders placed prior to the effective date of such modification.

7. Private Label Design Tools

7.1 Overview

The Platform offers qualified Practitioners the ability to design custom labels for eligible Products from participating Brands. Not all Products are eligible for private labeling; availability is determined solely by the applicable Brand. Kaerwell Health LLC provides the label design tools as a convenience feature only. Kaerwell Health LLC does not manufacture, produce, label, or fulfill private-labeled Products. When you purchase a private-labeled Product, the Seller identified in the product listing — not Kaerwell Health LLC — is responsible for the Product, including its labeling and compliance.

7.2 Label Content — Your Responsibility and Brand Approval

You are solely responsible for ensuring that any custom label content complies with all applicable laws and regulations, including FDA labeling requirements (21 C.F.R. Parts 101 and 111), FTC advertising guidelines, and state requirements. Any pre-populated content, templates, sample text, or suggested claims provided through the design tools are offered for illustrative purposes only, have not been reviewed for regulatory compliance, and do not constitute legal, regulatory, or compliance advice by Kaerwell. You are solely responsible for the final content of any label, regardless of whether any element was derived from a Kaerwell-provided template.

All custom label designs are subject to review and approval by the applicable Brand or Seller before production. Kaerwell Health LLC does not review, approve, or reject label designs. The Brand or Seller is the sole and final authority on label approval. Any claims or liabilities arising from private-labeled Products — including claims arising from label content — are between you and the applicable Brand or Seller that approved the label.

7.3 Formulation Changes and Label Accuracy

Product formulations, ingredients, dosages, allergen profiles, and supplement facts may be changed by the applicable Brand or manufacturer at any time without notice to Kaerwell or to you. A Product’s formulation may change after your label design has been approved, resulting in a discrepancy between your label and the actual Product contents. Kaerwell has no obligation to notify you of formulation changes; such obligation rests solely with the applicable Brand or manufacturer. You are solely responsible for periodically reviewing your label content against current Product specifications and for updating your label design as necessary.

7.4 Brand Departure and Product Discontinuation

Brands and Sellers may cease participating on the Platform at any time, with or without notice. Kaerwell does not guarantee the continued availability of any Brand’s Products. Any investment you have made in label designs, branding, marketing, or business relationships built around a particular Product or Brand is made at your own risk. Kaerwell shall not be liable for any losses arising from a Brand’s departure or a Product’s discontinuation, including stranded inventory, unusable label designs, disrupted protocols, lost revenue, or transition costs. You are solely responsible for developing contingency plans for your practice or business.

7.5 Label Design Data and Confidentiality

Design Materials are stored on the Platform for your use. Design Materials are not treated as trade secrets, confidential information, or fiduciary property by Kaerwell. Kaerwell is not a fiduciary, custodian, or bailee of your Design Materials. While Kaerwell implements commercially reasonable security measures, Kaerwell does not guarantee that Design Materials will be kept confidential or that unauthorized access will not occur. Kaerwell shall not be liable for any unauthorized access to, disclosure of, or copying of your Design Materials, except to the extent caused by Kaerwell’s gross negligence or willful misconduct. You are solely responsible for maintaining backup copies and for protecting your intellectual property through appropriate legal measures. If you require enhanced confidentiality protections, contact Kaerwell to discuss separate arrangements.

7.6 Intellectual Property in Labels

You represent and warrant that any intellectual property you incorporate into a custom label is owned by you or that you have obtained all necessary rights and permissions. You agree to indemnify the Kaerwell Entities from any claims arising from your use of intellectual property in connection with label design.

8. Shipping, Delivery, and Returns

8.1 Shipping

Kaerwell will arrange for the shipment of Products to your designated address. Shipping times, methods, and costs may vary. Any references to shipping speed, delivery timing, or fulfillment cadence on the Platform, in marketing materials, or in product badges (including but not limited to “next business day shipping,” “Fast Ship,” or similar designations) represent goals that Kaerwell strives to meet but are not guarantees, warranties, commitments, or representations of actual performance. Such references do not create any express or implied warranty of delivery timing.

Kaerwell shall not be liable for any delays caused by events beyond its reasonable control. IN NO EVENT SHALL KAERWELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM ANY DELAY, LOSS, DAMAGE, OR FAILURE OF DELIVERY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF CLIENTS OR PATIENTS, COSTS OF SUBSTITUTE PRODUCTS, OR ANY OTHER ECONOMIC LOSSES, REGARDLESS OF WHETHER KAERWELL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE.

8.2 Risk of Loss and Shipping Insurance

Risk of loss and title pass to you upon delivery to the carrier, unless otherwise required by applicable law. Once delivered to the carrier, Kaerwell is not responsible for loss, theft, damage, or destruction during transit.

Notwithstanding the foregoing, Kaerwell may, in its sole discretion, elect to assist you in resolving shipping issues, including filing carrier claims, issuing refunds or credits, or reshipping Products. Any such assistance is provided as a courtesy and does not create any obligation to provide similar assistance in the future, nor does it alter the allocation of risk of loss.

For high-value orders, Kaerwell may require or offer shipping insurance. Where offered, the cost will be disclosed at checkout. Kaerwell strongly recommends that all Qualified Buyers elect shipping insurance for high-value orders where available.

8.3 Returns and Refunds

Returns and refunds are subject to Kaerwell’s Return Policy, as posted on the Platform. Certain Products, including custom private-labeled Products, may not be eligible for return. This limitation does not apply to Products that are defective, damaged during shipment, mislabeled, adulterated, contaminated, or subject to a manufacturer or regulatory recall.

8.4 Platform Customer Service and Dispute Intervention

Kaerwell reserves the right, but not the obligation, to intervene in any transaction, order, shipping issue, or dispute to protect the integrity of the Platform. Without limiting the foregoing, Kaerwell may, in its sole discretion and without prior approval from the applicable Seller:

• Issue full or partial refunds or credits for orders involving Products that are lost, stolen, damaged, defective, mislabeled, materially different from the description, or not delivered within a reasonable timeframe;
• Authorize returns on behalf of the applicable Seller, even if not otherwise permitted under the Seller’s return policy;
• Cancel, modify, or reverse any pending or completed transaction;
• Communicate with you regarding order status, shipping inquiries, or product issues on behalf of the applicable Seller;
• Withhold or delay disbursement of funds to a Seller pending resolution of a dispute or investigation;
• Apply credits, replacements, or other remedies; and
• Take any other action reasonably necessary to resolve a customer service issue or maintain Platform quality standards.

Any action taken by Kaerwell under this Section is performed solely in Kaerwell’s capacity as operator of the Platform and, where applicable, as agent of the applicable Seller, at the Seller’s expense (to be recovered pursuant to the applicable seller agreement). Such actions do not make Kaerwell a party to the underlying sale, do not make Kaerwell the seller or warrantor of any Product, and do not create any additional liability on the part of Kaerwell. Kaerwell’s decision to intervene (or not to intervene) in any particular matter does not establish a precedent or create any obligation to intervene in any future matter.

You acknowledge that Kaerwell’s issuance of any refund or credit constitutes a final resolution of the applicable matter between you and Kaerwell, without prejudice to any rights you may have directly against the applicable Seller, Brand, manufacturer, or carrier.

9. User Conduct and Prohibited Activities

You agree to use the Platform only for lawful purposes and in accordance with these Terms. Without limitation, you agree not to:

• Purchase Products for unauthorized resale, diversion, or distribution, or in violation of any Brand’s authorized distribution policies;
• Misrepresent your identity, professional credentials, business status, or qualifications;
• Provide false, misleading, or fraudulent information in connection with your Account, orders, or tax documentation;
• Transmit, distribute, or store any unlawful, harmful, threatening, abusive, defamatory, or objectionable material;
• Use automated means (bots, scrapers, crawlers) to access or collect information from the Platform without prior written consent;
• Attempt to gain unauthorized access to the Platform, other Accounts, or connected systems;
• Reverse engineer, decompile, or disassemble any Platform software;
• Make any claims about Products that violate FDA, FTC, or other regulatory requirements;
• Circumvent or interfere with any security features of the Platform; or
• Engage in any activity that Kaerwell determines to be harmful to the Platform, the Services, other Users, Sellers, or the Kaerwell Entities.

10. Intellectual Property

10.1 Kaerwell’s Intellectual Property

The Platform and all Content, features, and functionality thereof are the exclusive property of the Kaerwell Entities or their licensors and are protected by United States and international intellectual property laws. The Kaerwell and Kaerwell Health names, logos, and all related names, logos, and slogans are trademarks of the Kaerwell Entities. You may not use such marks without prior written permission.

10.2 Limited License

Subject to your compliance with these Terms, Kaerwell grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your professional and internal business purposes. This license does not include: (a) resale or commercial use of the Platform or its Content (this does not restrict your right to resell Products in accordance with these Terms); (b) collection or use of data for any purpose other than your direct purchasing activities; (c) derivative use of the Platform; or (d) downloading or copying Content for the benefit of any third party.

10.3 User Content

By submitting Content to the Platform, you grant Kaerwell a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, display, distribute, and exploit such Content in connection with the Platform and the Services. You represent that you own or have the necessary rights to all Content you submit.

11. Intellectual Property Complaints and Takedown Procedures

11.1 Reporting Infringement

If you believe Content or a Product listing infringes your intellectual property rights, submit a written notice to legal@kaerwell.com (subject: “IP Infringement Notice”) that includes: (a) a description of the IP right claimed infringed, including registration numbers if applicable; (b) identification of the infringing Content or listing; (c) your contact information; (d) a good faith belief statement that the use is unauthorized; (e) a statement under penalty of perjury that the notice is accurate and you are the rights holder or authorized representative; and (f) your signature.

11.2 Kaerwell’s Response

Upon receipt of a valid notice, Kaerwell will make commercially reasonable efforts to investigate and, where appropriate, remove or disable access to the allegedly infringing material. Kaerwell may suspend or terminate accounts subject to repeated valid notices.

11.3 Counter-Notice

If you believe material was removed in error, you may submit a counter-notice complying with applicable law, including your contact information, identification of the removed material, a statement under penalty of perjury that the removal was a mistake, and your consent to the jurisdiction of the federal courts in Orange County, Florida.

11.4 Good Faith Reliance and Limitation

Kaerwell shall not be liable for any action taken in good faith in response to an infringement notice, including removal of Content or listings, even if such notice is subsequently determined to have been submitted in error or bad faith. Any party that submits a knowingly false or materially misleading notice shall be liable for resulting damages, including Kaerwell’s costs and reasonable attorneys’ fees.

Kaerwell is not in a position to adjudicate IP disputes between third parties. These takedown procedures do not constitute an admission of infringement or create any obligation to proactively monitor for infringing Content.

12. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICES, AND ALL PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND.

THE KAERWELL ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• (b) ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES;
• (c) ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT, PRODUCT INFORMATION, OR RESULTS OBTAINED THROUGH THE PLATFORM;
• (d) ANY WARRANTY REGARDING THE QUALITY, SAFETY, EFFICACY, LEGALITY, OR SUITABILITY OF ANY PRODUCTS; AND
• (e) ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

YOUR USE OF THE PLATFORM AND YOUR PURCHASE AND USE OF PRODUCTS ARE AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KAERWELL OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE KAERWELL ENTITIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, THE SERVICES, OR ANY PRODUCTS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF KAERWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE KAERWELL ENTITIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, THE SERVICES, OR ANY PRODUCTS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO KAERWELL THROUGH THE PLATFORM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

The limitations in this Section apply regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if a remedy set forth herein is found to have failed its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, liability shall be limited to the greatest extent permitted by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless the Kaerwell Entities from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) your use of or access to the Platform or the Services; (b) your violation of these Terms or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; (d) any Content you submit, post, or transmit through the Platform; (e) your use, resale, distribution, or administration of any Products; (f) any claims by your patients, clients, customers, or any other third party arising from your professional recommendations, label designs, or product selections; (g) any tax liability, penalty, or interest arising from your failure to provide valid tax documentation; and (h) any claims arising from the actions of any Authorized User of your Account.

Kaerwell reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with Kaerwell’s defense of such claims. You agree not to settle any such matter without the prior written consent of Kaerwell.

15. Third-Party Sellers and Products

The Platform may contain products, content, and links provided by third-party Sellers and Brands. Kaerwell does not control, endorse, or assume responsibility for any third-party products, content, or services. Your interactions with Sellers are solely between you and the applicable Seller. Kaerwell shall not be liable for any loss or damage arising from your dealings with any Seller or Brand, including any dispute regarding product quality, delivery, returns, or warranties.

Kaerwell may provide tools for Sellers to list and manage their Products on the Platform. The availability of such tools does not create any partnership, joint venture, agency, or employment relationship between Kaerwell and any Seller. Each Seller is an independent entity solely responsible for its own Products, operations, and compliance with applicable law.

16. Privacy, Data Protection, and Security

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

Kaerwell implements commercially reasonable administrative, technical, and physical security measures designed to protect the information collected through the Platform. However, no method of transmission over the internet or method of electronic storage is completely secure. Kaerwell does not guarantee the absolute security of your information and shall not be liable for any unauthorized access to or breach of your data, except to the extent caused by Kaerwell’s gross negligence or willful misconduct.

You are responsible for maintaining the security of your own systems, devices, and networks. Kaerwell shall not be liable for any security breach resulting from your failure to maintain adequate security on your end.

17. Modifications to Terms

Kaerwell reserves the right to modify, amend, or update these Terms at any time, in its sole discretion. Any changes will be effective immediately upon posting the updated Terms on the Platform, with the “Last Updated” date revised accordingly. It is your responsibility to review these Terms periodically for changes.

Your continued use of the Platform after the posting of any modified Terms constitutes your acceptance of and agreement to such modifications. If you do not agree to any modified Terms, you must discontinue your use of the Platform immediately. No modification of these Terms shall apply retroactively to any dispute or transaction that arose prior to the effective date of such modification.

18. Termination

Kaerwell may, in its sole discretion, suspend or terminate your Account and access to the Platform at any time, for any reason or no reason, with or without notice, including but not limited to: (a) your breach of these Terms; (b) your provision of false, fraudulent, or misleading information; (c) your engagement in prohibited activities; (d) a request by law enforcement or a regulatory authority; (e) discontinuance or material modification of the Platform or any Service; or (f) unexpected technical or security issues.

You may terminate your Account at any time by contacting Kaerwell at support@kaerwell.com. Termination of your Account does not relieve you of any obligations incurred prior to termination, including outstanding payment obligations, indemnification obligations, and any obligations that by their nature survive termination.

Upon termination, your right to access and use the Platform shall immediately cease. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to Sections relating to intellectual property, disclaimer of warranties, limitation of liability, indemnification, governing law, and dispute resolution.

19. Governing Law

These Terms and any dispute arising out of or relating to these Terms, the Platform, or the Services shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. You agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Orange County, Florida, and you hereby consent to the personal jurisdiction and venue of such courts.

20. Dispute Resolution

20.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the Services informally by contacting Kaerwell at legal@kaerwell.com. Kaerwell will attempt to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, either party may proceed with formal dispute resolution.

20.2 Binding Arbitration

Any dispute, claim, or controversy that cannot be resolved informally shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in Orange County, Florida. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

20.3 Class Action Waiver

YOU AND KAERWELL AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST KAERWELL. If any court or arbitrator determines that the class action waiver set forth in this Section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void, and the parties shall be deemed to have not agreed to arbitrate disputes.

20.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

21. Electronic Communications and Consent

By creating an Account or using the Platform, you consent to receive electronic communications from Kaerwell, including emails, push notifications, and messages posted to your Account dashboard. You agree that all agreements, notices, disclosures, and other communications that Kaerwell provides to you electronically satisfy any legal requirement that such communications be in writing.

You acknowledge that your consent to receive electronic communications is a condition of your use of the Platform. You may opt out of promotional communications at any time by following the unsubscribe instructions in such communications, but you may not opt out of transactional or account-related communications (e.g., order confirmations, shipping notifications, security alerts, and changes to these Terms) while you maintain an active Account.

22. Seller Transparency and Compliance

Each Seller on the Platform is required to comply with all applicable federal, state, and local laws and regulations governing the manufacture, labeling, marketing, sale, and distribution of its Products, including the Federal Food, Drug, and Cosmetic Act (FDCA), the Dietary Supplement Health and Education Act of 1994 (DSHEA), FTC advertising guidelines, and applicable state consumer protection laws.

Kaerwell may, but is not obligated to, require Sellers to provide documentation of compliance, including certificates of analysis (COAs), Good Manufacturing Practice (GMP) certifications, product liability insurance certificates, and other documentation. Kaerwell’s request for or receipt of such documentation does not constitute verification, approval, or endorsement of any Seller or Product, and does not create any liability on the part of Kaerwell for the acts or omissions of any Seller.

Kaerwell reserves the right to remove any Seller or Product from the Platform at any time, for any reason, including non-compliance with applicable law, these Terms, or Kaerwell’s internal policies.

23. Miscellaneous

23.1 Entire Agreement

These Terms, together with the Privacy Policy and any Additional Terms, constitute the entire agreement between you and Kaerwell with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

23.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

23.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Kaerwell’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

23.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Kaerwell. Kaerwell may assign or transfer these Terms, in whole or in part, without restriction and without notice to you.

23.5 Force Majeure

Kaerwell shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from events beyond Kaerwell’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, government actions, war, terrorism, civil unrest, labor disputes, supply chain disruptions, power failures, internet outages, or carrier delays.

23.6 No Third-Party Beneficiaries

These Terms are for the benefit of Kaerwell and you only and are not intended to confer any rights on any third party, except that the Kaerwell Entities are intended third-party beneficiaries of the indemnification, limitation of liability, and disclaimer provisions contained herein.

23.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

24. Contact Information

If you have any questions, concerns, or complaints about these Terms of Use or the Platform, please contact us:

Kaerwell Health LLC
Email: legal@kaerwell.com
Support: support@kaerwell.com
Adverse Event Reporting: safety@kaerwell.com