These Terms apply to every purchase of Products from Nexus Agriscience, Inc. and its subsidiaries, affiliates, and DBAs, whether purchased through a sales representative (a “Direct Sale”) or through a website we own or operate.

Products are classified by product type in Section 3. Certain Sections state terms that differ by product class; where they do, the class-specific term controls for that class.

1. THE PARTIES AND THESE TERMS. These Terms and Conditions of Sale (these “Terms”) govern the purchase and sale of the products described in Section 3 (collectively, “Products”) between Nexus Agriscience, Inc., together with its subsidiaries, affiliates, and DBAs (“Nexus,” “Seller,” “we,” “us,” or “our”), and the purchaser of the Products (“Buyer,” “Purchaser,” or “you”). The specific Nexus contracting entity for a given order is identified on the applicable invoice or order confirmation (the “Selling Entity”); each reference to Nexus means that Selling Entity with respect to that order.

2. ACCEPTANCE OF TERMS; HOW THE CONTRACT IS FORMED.

(a) Direct Sales. For any Direct Sale, these Terms are incorporated by reference into, and are a material part of, each quote, order acknowledgment, invoice, and sales order between the Selling Entity and Buyer, whether or not physically attached, and are made available at the URL or reference printed on those documents. Buyer accepts and is bound by these Terms upon the earliest to occur of: (i) issuing a purchase order or written or electronic order that references or follows a Nexus quote; (ii) making payment, in whole or in part, for the Products; or (iii) accepting delivery of the Products. Any Buyer terms (including pre-printed purchase-order terms) that are additional to or different from these Terms are hereby rejected and are not part of the contract unless expressly agreed to in a writing signed by an authorized representative of the Selling Entity.

(b) Website orders. By placing an order for Products via a website we own or operate, or by clicking to accept these Terms where presented, you accept and are bound by these Terms. Where these Terms are presented for affirmative acceptance (for example, a checkbox at checkout or a signed acknowledgment on an order form), your acceptance occurs upon that action.

(c) Changes; current version. These Terms are subject to change by the Selling Entity at any time, in our sole discretion. The version in effect for a given order is the version referenced on the applicable invoice or order confirmation or, for website orders, posted at the time the order is placed. The latest version is posted at the Nexus terms URL. These Terms are an integral part of, and should be read together with, our Website Terms of Use, Privacy Policy, and Return and Exchange Policy.

3. PRODUCT CATEGORIES. The Products consist of the following classes. All Products are non-cannabinoid and contain no detectable cannabinoids (below the limit of detection of the applicable test method), as reflected on the applicable Certificate of Analysis. A Product’s class is identified by the description on the applicable invoice or order confirmation.

(a) Pure Oil. 100% hemp-derived terpenes (HDT), containing no added flavor, offered in raw and emulsified formats. Pure Oil is a raw ingredient intended to be incorporated by Buyer into a finished product during Buyer’s manufacturing or formulation.

(b) Flavored Oil. A blend of hemp-derived terpenes (HDT) and added natural flavor ingredients. Offered in raw format and, where offered by Seller, emulsified format. Flavored Oil is a raw ingredient intended to be incorporated by Buyer into a finished product during Buyer’s manufacturing or formulation.

(c) Flavored Oil in Sachets. Oil product which has been adsorbed onto food-grade silica beads contained in a sachet, intended to be combined with the user’s own separately-sourced raw plant material. These Products are sold both to commercial and business Buyers and, in certain channels, directly to individual end-user purchasers (“Consumer Buyers”). Where a Flavor Oil Sachet is sold to a commercial or business Buyer, that Buyer is the manufacturer and assembler of the finished article that results from combining the sachet with its plant material and bears all obligations of a finished-product manufacturer with respect to that article, including labeling, warnings, and regulatory compliance. Where a Flavored Oil Sachet Product is sold to a Consumer Buyer, the labeling, warnings, and use instructions accompanying the Product govern its safe and lawful use, and the additional consumer provisions in Section 25 apply.

4. NATURE OF THE PRODUCTS. Pure and Flavored Oil Products are raw ingredients supplied for incorporation into finished products by Buyer; they are not finished consumer products and are not sold or labeled by us for direct retail sale to consumers. Flavored Oil Sachet Products sold to commercial or business Buyers are ingredient products that the Buyer combines with its own plant material to create a finished article, as to which the Buyer is the manufacturer under Section 3(c). These Products sold to Consumer Buyers are accompanied by product labeling, warnings, and use instructions that govern their safe and lawful use; Consumer Buyers must read and follow that labeling. Except for Flavored Oil Sachet Products sold to Consumer Buyers, we do not sell finished consumer goods, and in no case do we assume any Buyer’s or user’s obligations for the finished product or finished article they make or use.

5. INTENDED USE; ROUTE OF USE; BUYER RESPONSIBILITY.

(a) No route-of-use representation. The Products may be incorporated into finished products intended for different routes of use, including ingestion, inhalation, and topical or dermal application. We do not designate, restrict, recommend, or represent the Products as suitable for any particular route of use. Any statements we make regarding food-grade manufacturing, current Good Manufacturing Practice, or GRAS status address food and ingestion use only and are not representations regarding inhalation, topical, or any other route of use.

(b) Buyer determines use and suitability. Buyer, and any party to whom Buyer resells or transfers the Products, is solely responsible for determining the Products’ suitability for each intended use, finished product, and route of use, and for all testing, formulation, and design of any finished product.

(c) Buyer representation (non-consumer Buyers). Except for Consumer Buyers of Flavor Oil Sachet Products, by purchasing the Products Buyer represents and warrants that it is acquiring the Products for its own commercial, manufacturing, or formulation purposes and not as a consumer for personal use; that Buyer alone selects and determines the use and route of use of the Products; and that Buyer is a sophisticated party capable of evaluating the Products’ suitability for Buyer’s intended use. We rely on these representations in selling to Buyer.

(d) Downstream warnings and compliance. As between Buyer and us, Buyer is solely responsible for all warnings, instructions, labeling, and regulatory compliance for any finished product or finished article into which, or with which, the Products are incorporated or combined, including any warnings concerning route of use, and for compliance with all laws applicable to that finished product and its intended use.

6. ADDITIONAL REPRESENTATIONS OF BUYER. Buyer further represents and warrants, which representations we may rely upon, that: (a) Buyer’s acceptance of sale is authorized by appropriate act of Buyer and executed by an individual authorized to bind Buyer; and (b) Buyer intends to use the Product for a use permitted by law. Buyer is responsible for obtaining all licenses, permits, or other approvals necessary under all applicable state and federal laws before any use of the Product, and for ensuring that the end-user and end use of the Product are permitted under all applicable state and federal laws.

7. FLOW-DOWN TO DOWNSTREAM RECIPIENTS. If Buyer resells, distributes, or transfers the Products to any third party, including any contract manufacturer or co-packer, Buyer shall impose on that party terms no less protective than these Terms, including the obligations regarding intended use, route suitability, downstream warnings and compliance, Buyer responsibility, and California Proposition 65 responsibility. Buyer shall provide each such recipient with the applicable Certificate of Analysis and our then-current Product Statements at or before delivery. Buyer remains responsible for any failure to do so.

8. LIMITATIONS OF USE. Buyer shall not itself, or allow any third party to, reverse engineer or deconstruct the Product.

9. PRODUCT STATEMENTS AND CERTIFICATES OF ANALYSIS. We may make available product statements regarding the composition, manufacturing, and handling of the Products, including statements addressing matters such as non-animal origin and BSE/TSE, gluten, irradiation, additives, animal testing, and storage and shelf life (collectively, the “Product Statements”), together with a Certificate of Analysis for a given Product. The Product Statements and the applicable Certificate of Analysis are incorporated into these Terms by reference. The Certificate of Analysis governs the composition of the specific Product to which it relates. The Product Statements are provided for informational purposes, are subject to the Disclaimer in Section 13, and do not expand our warranties or obligations beyond those expressly stated in these Terms.

10. PRICES AND PAYMENT TERMS. All prices are subject to change without notice. The price charged will be the price in effect when the Order is placed and will be set out on Buyer’s invoice or Order receipt. Price increases apply only to Orders placed after the change. Posted prices exclude taxes and shipping and handling, which will be added and itemized on the invoice or in Buyer’s cart and Order confirmation. Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received before our acceptance of an Order.

11. ORDER ACCEPTANCE AND CANCELLATION. Buyer’s order (the “Order”) is an offer to buy, under these Terms, all Products listed in the Order. All Orders must be accepted by us or we are not obligated to sell. We may decline any Order in our sole and exclusive discretion. For Direct Sales, acceptance occurs when we issue an order acknowledgment or invoice or ship the Products; for website orders, acceptance occurs when Buyer receives an Order confirmation. An Order may not be canceled except by mutual consent, and we need not consent to cancellation if we have fulfilled the Order. We further reserve the right to refuse, cancel, or limit Orders that, in our sole discretion, appear to involve unauthorized resale or distribution; risk brand dilution, intellectual-property infringement, or misuse; or violate the use limitations in these Terms.

12. SHIPMENTS; DELIVERY; TITLE AND RISK OF LOSS. We will arrange shipment of the Products to the Buyer. The Buyer will pay all shipping and handling charges specified during ordering. Title and risk of loss pass to Buyer upon our transfer of the Products to the carrier. Shipping and delivery dates are estimates only and are not guaranteed, and we are not liable for delays. Certain Products may be subject to local or state-level restrictions. We reserve the right to cancel or modify an Order based on destination, regulatory developments, or Buyer classification. Buyer is responsible for ensuring the lawful import and use of Products within its jurisdiction.

13. DISCLAIMER OF WARRANTIES. ALL PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY PARTICULAR GENETIC MAKEUP OR COMPOSITION, OR RESULTS TO BE ACHIEVED FROM USE OF THE PRODUCT. Results will vary and can depend, among other things, on the quality of the component materials and the procedures used during manufacturing, blending, emulsification, or reinfusion. We disclaim any and all warranties that the Product will survive for any particular time or produce any particular result. No oral advice or written information given by us shall create a warranty, nor shall Buyer rely on any such information or advice. Buyer acknowledges that no warranty is given with respect to the Product, its use, or results, as numerous variables outside our control affect them, including use, storage, treatment, or incorporation of the Product into a final product by Buyer. Our shelf-life, storage, handling, and batch-to-batch guidance is provided for informational purposes only, does not constitute a warranty of durability, conformance, or composition, and is subject to this disclaimer. Any quality or stability guidance is conditioned on Buyer’s storage and handling of the Product in accordance with the applicable Product Specification Sheets, and we have no responsibility for Product not stored or handled accordingly.

14. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEXUS OR THE SELLING ENTITY BE LIABLE TO BUYER, UNDER ANY THEORY AT LAW, IN EQUITY, OR OTHERWISE, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, OR GOODWILL). NOTHING IN THESE TERMS LIMITS LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

15. INDEMNIFICATION. Buyer agrees to indemnify and hold harmless Nexus, the Selling Entity, and their affiliates from all liability, claims, demands, causes of action, charges, expenses, and attorney fees resulting from the sale of any Product, whether caused by any negligent act or omission of Nexus or otherwise, and relating to Buyer’s use, combination, or incorporation of the Product into a finished product or finished article by Buyer or its downstream customers, including any contract manufacturer or co-packer to whom Buyer resells or transfers the Product, and including any claim arising from the route of use of, or absence of warnings on, any such finished product or finished article.

16. INTELLECTUAL PROPERTY AND TRADEMARKS. (a) We and the Selling Entity retain all right, title, and interest in and to all intellectual property associated with Nexus, the Selling Entity, the Products, and our brands, product lines, and marks: including the marks Terpene Belt Farms®, Fresh Never Frozen®, Neu™, Duty-Free Terpenes™, and any other Nexus brand names, logos, trade dress, and product designations, whether or not used in these Terms, and including patents, copyrights, and trade secrets, whether registered or unregistered (collectively, “Nexus IP”). Sale of a Product does not transfer or license any Nexus IP except the limited right to resell the Product in its original form as permitted by these Terms. (b) Buyer acknowledges and agrees that: (i) Nexus IP is our sole and exclusive property; (ii) Buyer shall not use Nexus IP without our express written permission; (iii) Buyer shall use Nexus IP solely in connection with the Product under these Terms and in accordance with the Order and our instructions; (iv) Buyer shall not make any claim or take any action adverse to our ownership of the Nexus IP; (v) Buyer shall not misappropriate, register, or apply to register any of our marks or confusingly similar marks; (vi) Buyer shall not disparage, dilute, or reflect negatively on the Products or Nexus IP; and (vii) Buyer shall not alter, obscure, or remove any of our marks, copyright notices, or proprietary-rights notices on the Products, marketing materials, or other materials we provide.

17. DIGITAL ASSETS. Any digital assets, including downloads or documents made available through our website or otherwise provided to Buyer, are licensed to Buyer for internal business use only and may not be altered, copied, redistributed, or republished without our written authorization.

18. CALIFORNIA ONLY — PROPOSITION 65 WARNING.

(a) Nature of products. Pure Oil and Flavor Oil Products are raw ingredients intended for further manufacturing, formulation, or filling by Buyer, and are not sold or labeled by us for direct retail sale to consumers. Flavor Oil Sachet Products sold to business Buyers are ingredient products combined by the Buyer with its own plant material. Flavor Oil Sachet Products sold to Consumer Buyers carry any required Proposition 65 warning on or with the Product labeling.

(b) Disclosure. Certain Products contain one or more chemicals listed under the California Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65), including beta-myrcene, a naturally occurring terpene listed as known to the State of California to cause cancer. The California Office of Environmental Health Hazard Assessment has not established a No Significant Risk Level for beta-myrcene. The listed-chemical content of a given Product is identified on the applicable Certificate of Analysis. For more information, go to https://www.p65warnings.ca.gov/.

(c) Allocation of responsibility. Whether a Proposition 65 warning is required depends on the exposure created by the finished product or finished article, including its composition, intended use, and the route and amount of exposure. Buyer controls those factors; we do not. Buyer is solely responsible for determining whether a Proposition 65 warning is required for any finished product or finished article that Buyer or its downstream customers sell or distribute in California, and for providing any such warning. This Section is not a Proposition 65 determination by us as to any finished product or finished article.

(d) Indemnification. To the fullest extent permitted by law, Buyer shall defend, indemnify, and hold harmless Nexus, the Selling Entity, and their affiliates from any claim, demand, enforcement action, settlement, penalty, or liability arising under Proposition 65 in connection with any finished product or finished article into which, or with which, the Products are incorporated or combined by Buyer or its downstream customers.

19. RETURNS AND REFUNDS. WE OFFER NO RETURNS OR REFUNDS ON ANY PRODUCTS UNLESS WE CHOOSE TO ACCEPT A RETURN OR OFFER A REFUND IN WRITING.

20. INTERNATIONAL ORDERS — COMPLIANCE, CUSTOMS, TAXES & DUTIES. Buyer is responsible for complying with all local laws and regulations related to the import, export, and use of the Products. Wholesale Orders: Buyer is responsible for all customs duties, taxes, and fees associated with importing Products into its country; these are not included in the price or shipping. Retail Orders: Seller is responsible for such customs duties, taxes, and fees; these are included in the price or shipping.

21. GOVERNING LAW AND JURISDICTION. These Terms are governed by the law of the State of California without regard to conflict-of-laws principles. Any dispute arising under these Terms, or otherwise from our provision of Products to Buyer, shall be litigated exclusively in the state or federal courts located in Alameda County, California, and Buyer expressly waives any objection to jurisdiction and venue there. Nothing in this Section deprives Buyer of the protection of any non-waivable provision of the law of Buyer’s home jurisdiction that applies notwithstanding this choice of law.

22. SAMPLES — EVALUATION ONLY. Samples and sample kits, however obtained, are furnished solely for Buyer’s internal evaluation. Buyer shall not resell, distribute, transfer, or incorporate samples into any finished product offered for sale, and shall not represent that any commercial Product will conform to a sample. Samples are provided “as is” and are subject to the Disclaimer in Section 13.

23. ENTIRE AGREEMENT; ORDER OF PRECEDENCE. These Terms, together with the invoice or Order confirmation, the applicable Certificate(s) of Analysis and Product Statements, and any signed Master Purchase Agreement, constitute the entire agreement between the parties regarding the Products and supersede all prior or contemporaneous understandings. In the event of conflict, the order of precedence is: (1) a signed Master Purchase Agreement; (2) these Terms; and (3) the invoice or Order confirmation, except as to price, quantity, Products, and Selling Entity, which are governed by the invoice or Order confirmation.

24. MISCELLANEOUS. (a) Buyer may not assign its rights or obligations under the Order. (b) Notices must be in writing and delivered in person or by certified mail, effective upon receipt, to the addresses set forth in the Order, which may be updated by written notice. (c) Each provision is separate and divisible; if any is held invalid, the remainder continues in full force and effect. (d) No change, modification, or waiver is binding unless accepted in writing and signed by an authorized representative of the Selling Entity. No waiver of any provision is a waiver of any other provision or a continuing waiver.

SECTION 25 — ADDITIONAL TERMS FOR CONSUMER PURCHASES FLAVORED OIL SACHETS

This Section 25 applies only where a Flavored Oil in Sachets is sold directly to an individual end-user purchaser for personal use (a “Consumer Buyer”). Where it conflicts with the other Sections, this Section 25 controls for Consumer Buyers. The other Sections continue to apply except as modified here.

25.1. ACCEPTANCE BY CONSUMER BUYERS. A Consumer Buyer accepts these Terms by affirmatively agreeing to them at the point of sale (for example, by checking an “I agree to the Terms” box at checkout or signing an acknowledgment). We present these Terms for affirmative acceptance to Consumer Buyers rather than relying on incorporation by reference alone.

25.2. PRODUCT LABELING CONTROLS SAFE USE. The labeling, warnings, and use instructions on or accompanying the Product are the controlling safety and use information for Consumer Buyers. Consumer Buyers must read and follow that labeling before use. Nothing in these Terms replaces, reduces, or overrides the on-product labeling and warnings, and to the extent any provision of these Terms conflicts with a mandatory consumer protection, the labeling and applicable law govern.

25.3. INTENDED USE. The Product is intended to be combined by the user with the user’s own separately-sourced raw plant material as described on the labeling. The Consumer Buyer is responsible for using the Product only as directed and only for uses permitted by law in the Consumer Buyer’s jurisdiction, and for confirming that possession and use of the plant material with which the Product is combined are lawful for the Consumer Buyer.

25.4. CONSUMER RIGHTS PRESERVED. Nothing in these Terms limits or waives any right or remedy a Consumer Buyer has under applicable consumer-protection law that cannot be limited or waived by agreement, including any non-waivable warranty rights and any rights under the consumer-protection statutes of the Consumer Buyer’s home jurisdiction. The disclaimers and limitations elsewhere in these Terms apply to Consumer Buyers only to the extent permitted by law.

25.5. AGE AND ELIGIBILITY. Consumer Buyers must be of the age required by applicable law to purchase and use the Product and its intended companion plant material in their jurisdiction, and must meet any other eligibility requirements stated at the point of sale or on the labeling. [CONFIRM applicable minimum age and any jurisdiction restrictions with product/quality and compliance before posting.]

25.6. GOVERNING LAW FOR CONSUMER BUYERS. The choice of California law and Alameda County venue in Section 21 applies to Consumer Buyers only to the extent enforceable; a Consumer Buyer retains the benefit of any non-waivable law and, where required by law, any right to bring or defend a claim in the Consumer Buyer’s home jurisdiction.

ADD TO invoice / quote footer: “This sale is governed by the Nexus Agriscience Terms and Conditions of Sale, available at [URL HERE], incorporated by reference. Payment or acceptance of delivery constitutes acceptance of those Terms.”