The following Terms of Sale has been provided for your review as part of our ongoing engagement. Please review the Terms of Sale carefully. If you have any questions, do not hesitate to reach out directly.

Effective Date: June 1, 2025

These Terms of Sale (“Terms”) constitute a binding legal agreement between Terrain Pharmaceuticals, a Nevada Corporation (“Seller”, “we”, “us”, or “our”) and the purchaser of products from us (“Buyer”, “you”, or “your”), and govern all sales of goods by Seller to Buyer. By submitting a purchase order or otherwise purchasing goods from us, you agree to these Terms in full. If you do not agree to these Terms, do not place an order.

1. Sale of Goods

Seller agrees to sell, and Buyer agrees to purchase, the goods (“Goods”) specified in Buyer’s purchase order, subject to acceptance and confirmation by Seller. Prices and quantities will be those specified in the Seller’s confirmation. Unless otherwise specified, Buyer shall be responsible for all applicable sales, use, excise, and other taxes, and any third-party fees related to the transaction.

2. Purchase Orders and Confirmations

Purchase Orders may be submitted in a format acceptable to Seller and are subject to acceptance by Seller in its sole discretion. Confirmation by Seller may be provided by email or other electronic communication. Any terms in a Buyer’s Purchase Order that conflict with these Terms shall be of no effect. Seller’s confirmation and these Terms shall govern the transaction.

3. Invoices and Payment

Unless otherwise agreed in writing, payment is due upon receipt of the invoice. If payment terms are granted, payment must be made within thirty (30) days from the date of the Seller’s order confirmation and not prior to the delivery of the Goods. Any overdue amounts shall accrue interest at a rate of 1.5% per month or the maximum rate allowed by applicable law, whichever is lower. All payments must be made in U.S. dollars and without any deductions or setoffs.

4. Delivery, Title, and Risk of Loss

Delivery shall be made FOB shipping point unless otherwise agreed. Risk of loss and title to the Goods shall pass to Buyer upon delivery by Seller to the carrier. Delivery dates are estimates and not guarantees. Seller shall not be liable for delay in delivery or failure to deliver due to causes beyond its reasonable control.

5. Disclaimer of Warranty

The Goods are provided “as-is” with all faults. Seller disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Buyer acknowledges that it has had the opportunity to inspect the Goods and has not relied on any representations or warranties other than those explicitly stated herein.

6. Limitations on Distribution and Resale

Buyer shall not advertise, market, distribute, or sell the Goods on any online, web-based, or social media platform where the price is disclosed to consumers or where consumers can purchase the Goods. Buyer shall not resell the Goods to third parties who Buyer knows or should know will violate these limitations.

Buyer may market to commercial entities (e.g., healthcare providers, pharmacies) provided that pricing is disclosed only via secure, identity-verified portals. Physical resale is permitted at the commercial entity’s physical location but must comply with all the above limitations.

Seller may audit and verify Buyer’s compliance with these restrictions. If Seller determines there has been a violation, Buyer shall cease the activity within five (5) business days after notice. Seller may seek injunctive relief and recover damages for violations of this section.

7. Compliance with Healthcare Laws and Indemnification

(a) Compliance with Law.

Buyer represents, warrants, and covenants that it shall comply with all applicable federal, state, and local laws and regulations including, but not limited to:

• The Federal False Claims Act (31 U.S.C. §§ 3729 – 3733)

• The Anti-Kickback Statute (42 U.S.C. § 1320a-7b)

• The Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.)

• Any state equivalents of the foregoing laws

(b) Prohibited Conduct.

Buyer shall not submit, or cause to be submitted, any claim for reimbursement to any governmental payer or private insurer that is false, fraudulent, or otherwise violates any law. This includes, without limitation, claims for:

(i) Goods provided free of charge;

(ii) Goods not delivered; or

(iii) Goods sold in violation of these Terms.

(c) Indemnification.

Buyer agrees to indemnify, defend, and hold Seller harmless from any loss, liability, damage, fine, penalty, cost, or expense (including attorneys’ fees) resulting from any violation by Buyer of this Section or any law referenced herein.

(d) Regulatory Audit Rights.

Seller reserves the right to audit Buyer’s compliance with these obligations. Buyer agrees to cooperate fully and provide reasonable access to relevant documents, records, and personnel in connection with such audits.

(e) Compliance Certification.

Buyer affirms that it maintains an internal compliance program, including training and controls, designed to prevent violations of applicable healthcare laws. Documentation shall be provided to Seller upon request.

8. Returns

All sales are final. Goods may not be returned under any circumstances. If damaged or defective Goods are received, Buyer must notify Seller within three (3) business days. Seller may, at its discretion, issue a credit or refund within fifteen (15) business days.

9. Limitation of Liability

Seller shall not be liable for indirect, special, incidental, or consequential damages (including lost profits), whether arising in contract, tort, or otherwise. Seller’s liability shall not exceed the purchase price paid by Buyer for the specific Goods giving rise to the claim.

10. Limitation of Actions

No action may be brought against Seller more than twelve (12) months after the cause of action accrues or reasonably should have been discovered.

11. Security Interest

Until full payment is received, Buyer grants Seller a security interest in the Goods and all proceeds thereof (including accounts receivable). Buyer agrees to execute any documents necessary to perfect such interest.

12. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law provisions. Any dispute shall be resolved exclusively in the state courts located in Washoe County, Nevada, or the United States District Court for the District of Nevada.

13. Force Majeure

Seller shall not be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, labor shortages, or transportation delays.

14. Assignment

Buyer may not assign any rights or obligations under these Terms without the prior written consent of Seller. Any unauthorized assignment shall be void and of no effect.

15. Recovery of Expenses

In any dispute between the parties arising out of these Terms or the transactions contemplated herein, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in connection with such dispute

16. Entire Agreement; Modifications

These Terms constitute the entire agreement between the parties and supersede all prior or contemporaneous communications. Seller may modify these Terms at any time by posting updated Terms on its website. Continued purchasing of Goods after such posting constitutes acceptance of the modified Terms.