Account Set Up

NOTE: The following Terms & Conditions are applicable to ALL products and services set forth below and the most recent version of this document will be maintained in the file of the authorized healthcare provider (the “Buyer”) maintained by MiroDX, LLC a Delaware limited liability company (“MiroDX”) and applicable to ALL transactions between the Buyer and MiroDX.

Terms of Sale:
MiroDX Wound Care Kits (“CareKits”) are listed with the US Food and Drug Administration (“FDA”) and are labeled for medical prescription use ONLY. MiroDX, LLC a Delaware limited liability company (“MiroDX”) is a registered establishment with the FDA and it has employed organization measures to ensure that it only sells its CareKits to authorized healthcare providers (the “Buyer”). MiroDX shall be subject to and expressly limited by the terms and conditions contained herein. No changes to, waiver of, or addition to any of these terms and conditions shall be effective unless agreed to in writing. Buyer acknowledges and agrees that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by Buyer and, except for delivery and billing addresses, and quantities prices and items ordered, any conflicting or additional terms are void and have no effect, but that Buyer may place orders by use of purchase orders and other documentation for its convenience purposes only. Notwithstanding the foregoing, MiroDX reserves the right at any time to amend or revise these terms and conditions, and Buyer shall be deemed to accept such amended or revised terms and conditions by ordering products herein offered after the date of such amendment or revision. Additional special terms and conditions of MiroDX may be applicable with respect to certain products.

Orders:
MiroDX will use its reasonable efforts to fill orders, but MiroDX shall not be liable for nonperformance or delays caused by a shortage of raw materials, manufacturing problems, delivery or labor problems, priorities, acts of regulatory agencies or judicial bodies, discontinuation of a product line, acts of God or third parties, infringement claims, or other causes beyond its reasonable control. Buyer agrees that in such events MiroDX may allocate products among all purchasers as it deems reasonable, without liability. MiroDX reserves the right from time to time to substitute a product with a product that has the same function as such product, or to delete a product.

Fulfillment:
MiroDX will ship the CareKits to a location designated by the Buyer in the Order form. MiroDX uses a third-party logistics partner who will be instructed to ship all orders less than thirty (30) units for 2 day delivery and MiroDX will provide confirmation of shipment to the Buyer’s designated location. All unit orders in excess of thirty (30) units will be shipped in bulk using ground transportation.

Prices and Terms:
All prices contained in the schedule are firm for 30 days from the date quoted and MiroDX reserves the right to change the prices and specifications of its products at any time without notice. Buyer may not change, adulterate, obscure, remove or deface trademarks, trade names or labels appearing on any MiroDX or “white label” product authorized by MiroDX.

Taxes and Processing Fees:
Any tax, processing fee, assessment, duty, custom or other fee of any nature imposed upon the products, their sale, use or consumption shall be paid by Buyer in addition to the price quoted or invoiced. If MiroDX is required to prepay any such tax or fee, Buyer will reimburse MiroDX.

Payment:
Payment terms are net 30 days from the date of invoice. Buyer’s obligation to pay outstanding invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupments for any reason whatsoever. Balances remaining unpaid at due date are subject to an interest charge of 1.5% per month or the highest rate permitted by law, whichever is lower, until all amounts due and owing are paid. Any discounts, rebates, administrative fees, credits, or other fees due or owed to the Buyer will be applied against delinquent balances before a payment or reimbursement is made to the Buyer. Any disputed amounts should be reported immediately and remitted with the undisputed amount by the payment due date. If MiroDX agrees with the billing dispute, MiroDX will credit Buyer for the amount of the agreed-upon billing dispute. All billing disputes must be made within six (6) months of the applicable invoice date, or they will be deemed to have been waived by the Buyer. MiroDX reserves the right in its sole discretion to require prepayment from any Buyer at any time and may refuse to sell and/or withhold further shipment until all overdue balances are made current. Buyer shall be liable for, and shall reimburse, MiroDX for all costs and expenses it may incur in connection with collection of any amounts owed to MiroDX or enforcement of its rights, including without limitation, reasonable attorneys’; fees and expenses, court costs, and costs of collection agencies.

Returned Policy:
Product returns are subject to the following conditions:

1. All returns are subject to the prior authorization of MiroDX in its discretion. Buyer must notify MiroDX by email to sales@mirodx.com. All authorized returned goods must be shipped freight prepaid to the MiroDX upon its discretion and at a location of its choosing, unless otherwise
arranged for by MiroDX.

2. All Products authorized for return within 30 days of delivery are subject to restocking fee of up to twenty-five percent (25%), except for Products shipped-in-error. Products authorized for return after 30 days are considered excess stock and will be eligible for a fifty percent (50%) credit.

3. Subject to paragraph 2 above, credit will be issued at the net purchase price for all authorized
returns provided:
a. Products have at least one year shelf-life remaining, or products with original expiration date
of less than two years have at least six months shelf-life remaining;
b. Proper authorization has been obtained before return of products; and
c. Products are in their original packaging and have not deteriorated because of improper storage, handling, abuse or other factors.

Expiration Date:
On dated products, the expiration date is shown as a month and year. Credits for returned goods are conditioned upon MiroDX inspection and approval of such goods upon their return. If MiroDX determines, in its discretion, that any returned goods are not eligible for return due to any of the reasons set forth in these terms and conditions, Buyer will not receive a credit or reimbursement.

Warranty:
MiroDX warrants to the original purchaser that, at time of delivery, each standard product shall be free of defects in material and workmanship and, when used for the purposes and indications described on the labeling, is fit for the purposes and indications described on the labeling. All warranties for a product shall expire as of the product expiration date, or if none, on the date of the last item in the product to expire. MiroDX’s warranty hereunder shall not apply if: (i) a product is not used in accordance with its instructions or if it is used for a purpose not indicated on the labeling; (ii) any repairs, alterations or other work has been performed by Buyer or others on such item, other than work performed with MiroDX’s authorization and according to its approved procedures; or (iii) the alleged defect is a result of abuse, misuse, improper maintenance, accident or the negligence of any party other than MiroDX. The warranty set forth herein is conditioned upon proper storage, installation, use and maintenance in accordance with labeling instructions. The warranty furnished hereunder does not extend to damage to items purchased hereunder resulting in whole or in part from the use of components, accessories, parts or supplies not furnished by MiroDX.

Under this warranty, MiroDX’s sole obligation shall be to repair or replace, at MiroDX’s option, any defective component or item and pay transportation expenses for such replacement. Except as expressly provided herein, MiroDX makes no representation or warranty of any kind, expressed or implied with respect to any products, parts or services provided by MiroDX including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, beyond those identified by the original manufacturer of a constituent product and approved by the FDA. The sole and exclusive remedy for breach of any warranty is limited to the remedies provided in the paragraph above.

Recall:
In the event MiroDX shall be required (or shall voluntarily decide) to initiate a recall, withdrawal or field correction of, or field alert report with respect to, the Products, whether or not such recall, withdrawal, field correction or field report has been requested or ordered by the FDA, MiroDX shall notify Buyer, and Buyer shall fully cooperate with MiroDX, at MiroDX’s expense, to implement the same. MiroDX shall make all contacts with the FDA and shall be responsible for coordinating all of the necessary activities in connection with any such recall, withdrawal, field correction or field alert report, and MiroDX shall make all statements to the media, including press releases and interviews for publication or broadcast. Buyer agrees to make no statement to the media, except to refer the media to MiroDX for comment, unless otherwise required by law.

Miscellaneous:
1. Any required notices shall be given in writing, in the case of MiroDX, at the address set forth
below, and in the case of Buyer, at the address designated on Buyer’s purchase order, onboarding information, or to such other address as either party may substitute by written notice to the other and shall be deemed given upon personal delivery, overnight delivery or three days following deposit in the mail. The products are sold subject to Texas law. These terms and any dispute or claim arising out of or relating to these terms or the sale of Products (‘Claim’) shall be governed by and construed under Texas law, notwithstanding its law of conflicts of law.Claims shall be subject to binding arbitration and the Buyer expressly and unconditionally waives its rights to a jury trial in any such Claim.

2. If the pricing offered by MiroDX to a Buyer constitutes a discount or other reduction in price under Section 1128(b)(3)(a) of the Social Security Act 42 U.S.C. 1320a- 7b(b)(3)(a), and C.F.R.§ 1001.952(h), Buyer shall disclose the discount or reduction in price to the full extent required under any state or federal program that provides cost or charge-based reimbursement to Buyers for products. This act requires, among other things, that the Buyer fully and accurately report on any claim or request for payment it submits to Medicare and Medicaid the actual purchase price paid by the Buyer for products, net of any discounts, rebates or allowances provided hereunder. Buyer may also be required, upon request, to provide documentation of the discount or other reduction in price to the Secretary of Health and Human Services.

3. If any of the products are deemed by any governing body to be medical devices, the Buyer acknowledges that it is familiar with the Safe Medical Devices Act of 1990 (the “Devices Act”) and the reporting obligations imposed on device users thereunder. In this regard, Buyer agrees to notify MiroDX within ten (10) days of the occurrence of any event identified in the Devices Act imposing a reporting obligation on Buyer and/or MiroDX (except for events representing an imminent hazard that require notification to the FDA within seventy-two hours, in which case, such notice will be delivered to the other party immediately). Buyer shall maintain adequate tracking for the products to enable MiroDX to meet the FDA requirements applicable to the tracking of medical devices.

4. Buyer acknowledges that the products require a prescription from a licensed medical provider in good standing, the product shall be used in a prescribed medical care path and clinically suitable for its intended purposes.

5. Regulatory Compliance and Anti-Kickback: Each Party is responsible for compliance with all applicable laws, rules, regulations, or ordinances which may relate to its respective activities and responsibilities under this Agreement. The purpose of the Agreement is to enter into a commercially reasonable and fair market value arrangement. The parties in good faith believe that this Agreement fully complies with the provisions of 42 U.S.C. 1320a-7b (the Medicare/Medicaid “Anti- Kickback Statute”) or its state anti-kickback equivalent. The Parties shall comply, if necessary, with the reporting requirements of 42 C.F.R. §1001.952(h), regarding “safe harbor”; protection for discounts under the Anti- Kickback Statute. If Customer is required to submit a cost report under a federal or state health care program, Customer shall fully and accurately disclose the discount in its cost reports. Upon request by the Secretary of the Department of Health and Human Services or a State agency, Customer shall provide requested information regarding this discount.