THERABODY, INC. AUTHORIZED RETAILER POLICY FOR THE UNITED STATES

Effective Date: April 7, 2025

This Therabody, Inc. Authorized Retailer Policy for the United States (“Retailer Policy”) is issued by Therabody, Inc. (“Therabody”) and applies to Authorized Retailers of Therabody products (“Product(s)”) in the United States of America. By purchasing Products from Therabody for retail sale, you (“Retailer”) agree to adhere to the following terms. This Retailer Policy supplements any then-current retailer agreement between you and Therabody. Until such status is otherwise revoked by Therabody, in Therabody’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer.” Therabody may review Retailer’s activities for compliance with this Retailer Policy, and Retailer agrees to cooperate with any such investigation.

  1. Authorized Customers. Retailer is authorized to sell Products only to End Users in the United States. An “End User” is any purchaser of the Products who (a) is the ultimate user of the Products (i.e. a consumer purchasing for personal use or a business purchasing for use in the operation of its business) and (b) does not intend to resell the Products to any third party. Retailer shall not sell or transfer Products to any person or entity Retailer knows or has reason to know intends to resell the Products. Retailer shall not sell, ship, or promote the Products outside the United States of America without Therabody’s prior written consent.

  2. Online Sales.
    1. Retailer is authorized to offer for sale and sell Products through Permissible Public Websites in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application that:
      1. is operated by Retailer in Retailer’s legal name or registered fictitious name;
      2. is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Facebook Marketplace, TikTok Shop, Google Shopping, Newegg, Overstock, Sears Marketplace, Target+, and Walmart Marketplace);
      3. has been disclosed to Therabody either during Retailer’s account onboarding process or by emailing Therabody at policyadmin@therabody.com; and
      4. is operated in compliance with the Therabody, Inc. Online Sales Guidelines, attached as Exhibit A, as Therabody may amend from time to time.
    2. Retailer shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website without the prior written consent of Therabody.
    3. Therabody reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to offer for sale and sell Products on the Permissible Public Websites, and unless otherwise agreed, Retailer must cease all such offering for sale and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Retailer Policy supersede any prior agreement between Therabody and Retailer regarding the sale of the Products online. Any authorization previously granted to Retailer by Therabody to sell the Products on or through a website, mobile application, or other online forum that is inconsistent with this Retailer Policy is revoked.
    4. Retailer agrees to promptly notify Therabody of any change to a Permissible Public Website name or URL by emailing Therabody at policyadmin@therabody.com.

  3. Sales Practices. Retailer shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. Retailer shall not make any warranties or representations concerning the Products except as expressly authorized by Therabody. Retailer shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Retailer’s business and/or (b) related to the marketing and sale of the Products. Retailer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Therabody or the Products. Retailer shall not advertise Products not carried in inventory. Retailer shall only purchase Products from Therabody or a Therabody Authorized Distributor in the United States.

  4. Product Care, Customer Service, and Other Quality Controls. Retailer shall comply with the Therabody, Inc. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B, as Therabody may amend from time to time.

  5. Intellectual Property.
    1. Retailer acknowledges and agrees that Therabody owns all proprietary rights in and to the Therabody brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Therabody IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Therabody IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Retailer’s status as an Authorized Retailer. All goodwill arising from Retailer’s use of the Therabody IP shall inure solely to the benefit of Therabody.
    2. Retailer’s use of the Therabody IP shall be in accordance with any guidelines that may be provided by Therabody from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Therabody reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Therabody IP at any time, without limitation. In marketing the Products, Retailer shall only use images of Products either supplied by or authorized by Therabody and shall ensure that all Product images and descriptions are accurate and up to date.
    3. Retailer shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Product name or trademark, nor a misspelling or confusingly similar variation of any Product name or trademark.

  6. Termination. Therabody may terminate Retailer’s status as an Authorized Retailer with written or electronic notice. Unless otherwise agreed, upon termination of Retailer’s status as an Authorized Retailer, Retailer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer of Therabody Products or has any affiliation whatsoever with Therabody; and (iii) using all Therabody IP.

  7. Modification. Therabody may amend this Retailer Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the Therabody IP, or use of any other information or materials provided by Therabody to Retailer will be deemed Retailer’s acceptance of the amendments.

EXHIBIT A

THERABODY, INC. ONLINE SALES GUIDELINES

  1. The Permissible Public Websites must not give the appearance that they are operated by Therabody or any party other than Retailer.

  2. Anonymous sales are prohibited. Retailer’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email sent at the time of purchase.

  3. At Therabody’s request, Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.

  4. The Permissible Public Websites shall have a mechanism for receiving customer feedback, and Retailer shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Retailer agrees to provide copies of any information related to customer feedback (including any responses to customers) related to Retailer’s sale of the Products to Therabody for review upon request. Retailer agrees to cooperate with Therabody in the investigation of any negative online review associated with Retailer’s sale of the Products and to use reasonable efforts to resolve any such reviews. Retailer shall maintain all records related to customer feedback for at least one year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require Retailer to disclose identifying information about its customers to Therabody.

  5. The Permissible Public Websites shall comply with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.

  6. Retailer shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.

  7. Retailer shall not permit orders to be fulfilled in any way that results in the shipped Product coming from stock other than Retailer’s.

EXHIBIT B

THERABODY, INC.
PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

  1. Comply with all instructions provided by Therabody regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a clean, cool, dry place, where the Products are protected from direct sunlight, extreme heat, and dampness.

  2. Comply with all instructions from Therabody and all applicable laws related to the storage, handling, and shipment of Products containing lithium ion batteries.

  3. Sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted.

  4. Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.

  5. Do not advertise or resell as “new” any Product that has been returned opened or repackaged.

  6. Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to Therabody at policyadmin@therabody.com.

  7. Provide prompt, professional customer service. Direct customers to contact Therabody for assistance with inquiries regarding the features and safe use of the Products.

  8. Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by Therabody. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party. Therabody reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to Therabody. Cooperate with Therabody in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.

  9. Cooperate with Therabody with respect to any Product tracking systems that may be implemented from time to time.

  10. Cooperate with Therabody with respect to any Product recall or other consumer safety information dissemination efforts.

  11. Implement commercially reasonable loss prevention and anti-diversion measures. Notify Therabody promptly in the event of a theft or other loss of a material quantity of Products.

  12. Report to Therabody any customer complaint or adverse claim regarding the Products and assist Therabody in investigating any such complaints or adverse claims.

  13. Cooperate with Therabody in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.