MAGNUMBIO HEALTH PROVIDER AGREEMENT

For Qualified Professional and Research Accounts

Last Updated: August 20, 2026

This Provider Agreement (“Agreement” or “Terms”) governs access to and use of the MagnumBio Health website, online platform, account services, products, and related services (collectively, the “Services”).

By creating an account, accepting these Terms electronically, placing an order, or accessing or using the Services, you acknowledge that you have read, understand, and agree to be bound by this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CREATING AN ACCOUNT, PLACING AN ORDER, OR USING OUR SERVICES.

If you do not agree to these Terms, you may not create an account, purchase products, or use the Services.

MagnumBio Health (“MagnumBio,” “we,” “us,” or “our”) provides products and related Services to qualified professional, business, institutional, and research customers (“Provider,” “Customer,” “you,” or “your”) subject to this Agreement.

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1. ELIGIBILITY AND ACCOUNT REPRESENTATIONS

1.1 Account Eligibility

To create or maintain an account with MagnumBio Health, you represent and warrant that:

(a) You are at least 18 years of age;

(b) You have legal authority to enter into this Agreement individually or on behalf of the business, institution, organization, or other entity you represent;

(c) All information you provide to MagnumBio Health is accurate, current, and complete;

(d) You will use the Services and products only for lawful purposes;

(e) You will comply with all applicable federal, state, and local laws, regulations, rules, and requirements applicable to your purchase, possession, handling, storage, research, and use of the products.

MagnumBio Health may request documentation reasonably necessary to verify account eligibility.

1.2 Professional or Business Credentials

Certain accounts, pricing levels, products, or Services may require verification of professional credentials, business information, institutional affiliation, research affiliation, resale authorization, or other qualifications.

You agree to provide accurate verification information upon request and promptly notify MagnumBio Health if any information or credential associated with your account changes.

1.3 Independent Compliance Responsibility

You acknowledge that laws and regulations may vary depending on jurisdiction, product, intended research activity, business type, and other circumstances.

You are solely responsible for determining whether your purchase, possession, storage, handling, transportation, resale where expressly authorized, and research use of any MagnumBio Health product complies with all laws applicable to you.

MagnumBio Health does not provide legal, medical, regulatory, or professional advice.

You should consult qualified legal or regulatory counsel regarding requirements applicable to your particular activities.

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2. RESEARCH USE ONLY

2.1 Research Use Restriction

Unless expressly stated otherwise in writing by MagnumBio Health, products offered through MagnumBio Health are sold for research use only and are not intended for human consumption.

Products are not offered or intended for use in diagnosing, treating, curing, mitigating, or preventing any disease or medical condition.

2.2 Prohibited Human Use

You acknowledge and agree that products designated for research use only are not intended for:

(a) Human consumption;

(b) Human administration;

(c) Clinical treatment;

(d) Diagnosis of disease;

(e) Prevention or treatment of disease;

(f) Therapeutic use;

(g) Self-administration;

(h) Administration to patients or other individuals;

(i) Any other use inconsistent with the applicable product labeling or research-use designation.

2.3 No Medical Advice

Information provided through MagnumBio Health’s website, product materials, communications, Knowledge Center, marketing materials, or customer support is provided for general informational and research-related purposes only.

Nothing provided by MagnumBio Health constitutes medical advice, prescribing guidance, treatment recommendations, or instructions for human administration.

2.4 Customer Responsibility

You are solely responsible for determining whether a product is appropriate for your lawful research purpose and for establishing appropriate research procedures, controls, handling practices, and protocols.

2.5 Product Status

You acknowledge that certain products offered by MagnumBio Health may not be approved by the U.S. Food and Drug Administration for human therapeutic use.

Nothing on the MagnumBio Health website or in this Agreement should be interpreted as representing that a research-use product has been approved, cleared, authorized, or determined by the FDA or any other regulatory authority to be safe or effective for human use.

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3. PRODUCT HANDLING AND USE

3.1 Proper Handling

You agree to store, handle, transport, and use products in accordance with:

(a) Applicable product specifications;

(b) Product labeling;

(c) Storage instructions provided by MagnumBio Health;

(d) Appropriate laboratory and research practices; and

(e) Applicable laws and regulations.

3.2 Product Integrity

Improper storage, handling, transportation, reconstitution, contamination, alteration, or other improper treatment may affect product integrity.

MagnumBio Health is not responsible for deterioration, contamination, loss, or other damage resulting from conditions occurring after delivery that are outside MagnumBio Health’s reasonable control.

3.3 Modification and Relabeling

Unless expressly authorized in writing, you may not alter, remove, obscure, or misrepresent MagnumBio Health product labels, lot information, research-use statements, warnings, testing information, or other product-identifying information.

3.4 Unauthorized Representations

You may not represent that MagnumBio Health or any MagnumBio Health product:

(a) Is FDA-approved unless expressly supported by applicable regulatory authorization;

(b) Is approved for human therapeutic use when it is designated for research use only;

(c) Diagnoses, treats, cures, mitigates, or prevents disease;

(d) Has clinical safety or efficacy established by MagnumBio Health when no such claim has been expressly authorized;

(e) Has any characteristic, regulatory status, or intended use inconsistent with MagnumBio Health’s written product documentation.

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4. RESALE AND DISTRIBUTION

4.1 Unauthorized Resale

Unless expressly authorized by MagnumBio Health in writing, you may not resell, redistribute, transfer, relabel, repackage, or commercially distribute MagnumBio Health products.

4.2 Authorized Resellers or Distributors

If MagnumBio Health separately authorizes you to resell or distribute products, you agree to comply with:

(a) All applicable federal, state, and local laws;

(b) MagnumBio Health’s authorized distribution requirements;

(c) Product labeling requirements;

(d) Applicable research-use restrictions;

(e) Any separate reseller, distributor, wholesale, or account agreement entered into with MagnumBio Health.

4.3 No Removal of Research-Use Restrictions

An authorized reseller or distributor may not remove, conceal, contradict, or materially alter any research-use-only designation, warning, disclaimer, or product restriction supplied by MagnumBio Health.

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5. ACCOUNT REGISTRATION AND SECURITY

5.1 Registration

When creating an account, you agree to:

(a) Provide accurate and complete information;

(b) Maintain current account information;

(c) Maintain the confidentiality of your login credentials;

(d) Restrict unauthorized access to your account;

(e) Accept responsibility for activity occurring through your account;

(f) Promptly notify MagnumBio Health of suspected unauthorized access or use.

5.2 Account Verification

MagnumBio Health may verify account information before approving an account, order, pricing level, or transaction.

5.3 Suspension or Termination

MagnumBio Health may suspend, restrict, or terminate an account when we reasonably believe:

(a) This Agreement has been violated;

(b) Account information is false or misleading;

(c) Products are being used or marketed inconsistently with applicable restrictions;

(d) Fraudulent or suspicious activity has occurred;

(e) Continued service may create legal, regulatory, financial, reputational, or security risk;

(f) Suspension or termination is required by law or requested by an appropriate governmental authority.

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6. ORDERS, PRICING, AND PAYMENT

6.1 Order Acceptance

Submission of an order does not constitute acceptance by MagnumBio Health.

All orders are subject to availability, verification, applicable account requirements, payment authorization, and final acceptance.

MagnumBio Health reserves the right to accept, reject, limit, hold, or cancel an order where permitted by law.

6.2 Pricing

Prices, discounts, promotions, wholesale pricing, quantity pricing, and other commercial terms may change from time to time unless otherwise established by a separate written agreement.

6.3 Payment

You agree to provide valid and authorized payment information and to pay all charges associated with accepted orders, including applicable taxes, shipping charges, fees, and other disclosed amounts.

6.4 Errors

MagnumBio Health reserves the right to correct pricing, product-description, inventory, typographical, or other website errors and to cancel or modify an affected order where permitted by applicable law.

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7. SHIPPING, DELIVERY, RETURNS, AND PRODUCT ISSUES

7.1 Shipping

Shipping dates and delivery estimates are estimates unless expressly guaranteed in writing.

MagnumBio Health is not responsible for delays caused by carriers, weather, governmental action, supply disruptions, incorrect delivery information, or circumstances outside our reasonable control.

7.2 Inspection Upon Delivery

Customers should inspect shipments promptly upon receipt.

Any claim involving incorrect items, missing products, visible shipping damage, or other order discrepancies should be reported to MagnumBio Health promptly in accordance with our applicable return, shipping, or customer service policies.

7.3 Returns

Returns, replacements, refunds, credits, and exchanges are subject to MagnumBio Health’s then-current return and refund policies and any product-specific restrictions.

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8. PRODUCT INFORMATION AND WARRANTIES

8.1 Product Specifications

MagnumBio Health endeavors to provide accurate product specifications and information.

Certificates of Analysis, testing information, specifications, lot information, or other documentation may be provided for certain products where applicable.

8.2 Limited Product Warranty

To the extent expressly stated by MagnumBio Health, MagnumBio Health warrants that products will materially conform to applicable specifications at the time of shipment.

Except for warranties expressly provided in writing, products and Services are provided to the fullest extent permitted by applicable law “AS IS” AND “AS AVAILABLE.”

8.3 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAGNUMBIO HEALTH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

MAGNUMBIO HEALTH DOES NOT WARRANT OR REPRESENT THAT ANY RESEARCH-USE PRODUCT IS SAFE, EFFECTIVE, OR APPROPRIATE FOR HUMAN CONSUMPTION, HUMAN ADMINISTRATION, CLINICAL USE, OR THERAPEUTIC USE.

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9. ASSUMPTION OF RESPONSIBILITY

You assume responsibility for:

(a) Your selection and purchase of products;

(b) Compliance with applicable laws and regulations;

(c) Proper storage and handling;

(d) Appropriate laboratory procedures;

(e) Your research design and activities;

(f) Compliance with product restrictions;

(g) Actions taken by your employees, contractors, representatives, agents, researchers, or other individuals acting through your account or organization;

(h) Representations you make concerning MagnumBio Health or its products.

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10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAGNUMBIO HEALTH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND REPRESENTATIVES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, PRODUCTS, WEBSITE, OR THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAGNUMBIO HEALTH’S AGGREGATE LIABILITY ARISING FROM A PRODUCT CLAIM SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO MAGNUMBIO HEALTH FOR THE SPECIFIC PRODUCT DIRECTLY GIVING RISE TO THE CLAIM.

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.

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11. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless MagnumBio Health and its officers, directors, employees, affiliates, agents, contractors, successors, and assigns from and against claims, liabilities, damages, losses, judgments, penalties, costs, and reasonable attorneys’ fees arising out of or relating to:

(a) Your violation of this Agreement;

(b) Your unlawful use, handling, storage, distribution, resale, or transfer of products;

(c) Your use of a research-use-only product for human consumption or administration;

(d) Your violation of applicable law;

(e) Your unauthorized representations concerning MagnumBio Health products;

(f) Your negligence, willful misconduct, or unlawful conduct;

(g) Actions of persons accessing the Services through your account;

(h) Your infringement or violation of third-party rights.

MagnumBio Health reserves the right to participate in the defense of any matter subject to indemnification.

No settlement imposing liability, admission, or obligation upon MagnumBio Health may be entered into without MagnumBio Health’s prior written consent.

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12. CONFIDENTIALITY

12.1 Confidential Information

Certain information provided to professional, wholesale, institutional, research, or other qualified accounts may constitute confidential or proprietary information, including:

* Non-public pricing

* Wholesale pricing

* Business processes

* Product sourcing information

* Manufacturing information

* Proprietary documentation

* Non-public testing information

* Account-specific commercial terms

* Trade secrets

* Other information reasonably understood to be confidential

You agree not to disclose confidential information to third parties except as authorized by MagnumBio Health or required by law.

12.2 Required Disclosure

If disclosure is legally required, you will, where legally permitted, provide MagnumBio Health with reasonable notice so that MagnumBio Health may seek appropriate protective measures.

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13. INTELLECTUAL PROPERTY

All rights in the MagnumBio Health website and its content, including trademarks, trade names, logos, graphics, photographs, product images, website design, written content, downloadable materials, and other intellectual property, belong to MagnumBio Health or its applicable licensors.

No license or ownership right is granted except for the limited right to access and use the Services in accordance with this Agreement.

You may not copy, reproduce, modify, distribute, commercially exploit, or create derivative works from protected MagnumBio Health materials without prior written authorization.

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14. WEBSITE USE AND RESTRICTIONS

You agree not to:

(a) Use the Services for unlawful purposes;

(b) Attempt to gain unauthorized access to the website, accounts, servers, or systems;

(c) Interfere with website functionality or security;

(d) Introduce malicious software or code;

(e) Scrape, crawl, harvest, or use automated systems to access the Services without authorization;

(f) Impersonate another person or entity;

(g) Provide false or misleading account information;

(h) Reverse engineer or attempt to circumvent website security;

(i) Use MagnumBio Health content or intellectual property without authorization.

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15. PRIVACY AND DATA PROTECTION

Your use of the Services is subject to the MagnumBio Health Privacy Policy, which is incorporated into this Agreement by reference.

Personal information collected through the Services will be processed as described in our Privacy Policy and in accordance with applicable privacy requirements.

You are responsible for maintaining the confidentiality and security of your account credentials.

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16. ELECTRONIC COMMUNICATIONS AND SIGNATURES

16.1 Electronic Communications

You consent to receive communications relating to your account, orders, transactions, this Agreement, and the Services electronically.

16.2 Electronic Acceptance

To the extent permitted by applicable law, electronic acceptance of this Agreement, electronic signatures, digital signatures, and electronically maintained records may have the same force and effect as written signatures and records.

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17. TERM, SUSPENSION, AND TERMINATION

17.1 Term

This Agreement becomes effective when accepted and remains effective while you maintain an account, purchase products, or use the Services.

17.2 Termination by MagnumBio Health

MagnumBio Health may suspend or terminate access to the Services as permitted under this Agreement or applicable law.

17.3 Effect of Termination

Provisions that by their nature should survive termination will remain effective, including provisions concerning:

* Product-use restrictions

* Payment obligations

* Confidentiality

* Intellectual property

* Disclaimers

* Limitation of liability

* Indemnification

* Dispute resolution

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18. MODIFICATIONS TO THIS AGREEMENT

MagnumBio Health may update this Agreement periodically to reflect changes in our business practices, Services, products, technology, or applicable legal and regulatory requirements.

When appropriate, we may provide notice of material changes by:

(a) Posting the revised Agreement on our website;

(b) Updating the “Last Updated” date;

(c) Sending notice electronically;

(d) Requiring renewed acceptance through an account or checkout process.

Your continued use of the Services following the effective date of revised Terms constitutes acceptance to the extent permitted by applicable law.

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19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law principles.

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20. DISPUTE RESOLUTION

20.1 Good-Faith Resolution

Before initiating formal proceedings, the parties agree to make reasonable good-faith efforts to resolve disputes arising from this Agreement through direct negotiations.

A party seeking resolution should provide written notice describing the dispute.

20.2 Mediation

If a dispute cannot be resolved through good-faith negotiations within thirty (30) days, either party may request non-binding mediation.

Unless otherwise mutually agreed, mediation shall take place in Dallas County, Texas.

20.3 Arbitration

To the extent enforceable under applicable law, if the dispute is not resolved through negotiation or mediation, the dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association in accordance with applicable commercial arbitration rules.

Unless otherwise agreed, arbitration shall be conducted in Dallas County, Texas before a single arbitrator.

The arbitrator’s award may be entered as a judgment in any court having jurisdiction.

20.4 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY FOR CLAIMS SUBJECT TO THIS AGREEMENT.

20.5 Individual Proceedings

To the extent permitted by applicable law, disputes shall be resolved on an individual basis rather than through class, collective, consolidated, or representative proceedings.

20.6 Injunctive Relief

Nothing in this section prevents either party from seeking appropriate temporary, preliminary, or injunctive relief from a court of competent jurisdiction where necessary to protect confidential information, intellectual property, or other rights for which monetary damages would be inadequate.

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21. ATTORNEYS’ FEES AND COSTS

Where permitted by applicable law, the prevailing party in a dispute arising from or relating to this Agreement may recover reasonable attorneys’ fees and costs when awarded by the applicable court or arbitrator.

MagnumBio Health may also recover reasonable costs associated with collecting undisputed amounts lawfully owed to MagnumBio Health where permitted by applicable law.

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22. MISCELLANEOUS

22.1 Entire Agreement

This Agreement, together with incorporated policies and any separate written agreement expressly applicable to your account or transaction, constitutes the agreement between the parties concerning its subject matter.

22.2 No Waiver

Failure to enforce a provision of this Agreement does not constitute a waiver of that provision or any other right.

22.3 Severability

If a provision is determined to be invalid or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

22.4 Assignment

You may not assign this Agreement without MagnumBio Health’s prior written consent.

MagnumBio Health may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or other lawful business transaction.

22.5 Relationship of the Parties

Nothing in this Agreement creates an employment, agency, partnership, franchise, fiduciary, or joint-venture relationship between MagnumBio Health and the Customer.

22.6 Force Majeure

Neither party will be responsible for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil disturbance, governmental action, epidemics or pandemics, labor disruptions, transportation interruptions, carrier delays, utility failures, or material supply disruptions.

22.7 Headings

Section headings are provided for convenience and do not alter the interpretation of this Agreement.

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23. CUSTOMER ACKNOWLEDGMENT

By creating an account, accepting this Agreement electronically, placing an order, or continuing to use MagnumBio Health’s Services, you acknowledge that:

(a) You have read and understand this Agreement;

(b) You agree to comply with its Terms;

(c) You understand that products designated for research use only are not intended for human consumption;

(d) You are responsible for determining and complying with laws applicable to your activities;

(e) MagnumBio Health does not provide medical, legal, or regulatory advice;

(f) You have had the opportunity to consult independent legal or professional counsel before accepting this Agreement.

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24. CONTACT INFORMATION

Questions regarding this Agreement may be directed to:

MagnumBio Health

4950 Keller Springs Road, Suite 220

Addison, TX 75001

Email: info@magnumbiohealth.com