This Authorized Reseller Agreement (the "Agreement") is entered into by and between New Momentum Media, Inc., a California Corporation doing business as Live Conscious ("Company"), and the entity or individual identified in the signature block below ("Reseller").

1. SCOPE OF AUTHORIZATION

1.1 Grant of License: Subject to Reseller’s continuous compliance with this Agreement, Company grants Reseller a non-exclusive, non-transferable, and revocable right to purchase Products from Company for resale to end consumers only.

1.2 Definition of Products: "Products" means only those specific dietary supplements and goods that Company expressly designates in writing as available for purchase by Reseller under this Agreement, which are branded or sold under the Company trademarks.

1.3 Relationship of Parties: Reseller is an independent contractor and has no authority to bind Company or make representations on Company's behalf. This Agreement does not create a partnership, joint venture, franchise, employment, or agency relationship. Reseller shall not represent itself as an agent, employee, or authorized representative of Company.

2. SALES CHANNELS AND RESTRICTIONS

2.1 Authorized Channels: Reseller may sell Products solely at (i) physical retail locations owned or leased by Reseller and identified to Company in writing, or (ii) websites owned and operated exclusively by Reseller, using Reseller's own domain name, and that prominently display Reseller’s full legal name, physical address, and contact information on every page where Products are offered for sale. Reseller shall provide Company with written notice of all sales channels within five (5) business days of commencing sales through any channel.

2.2 Authorized Sourcing Only: Reseller shall purchase Products only directly from Company through authorized purchase orders submitted to Company's designated ordering system or contact. Reseller shall not purchase, acquire, or accept Products from any other source, including without limitation other resellers, distributors, wholesalers, gray market sources, or unauthorized third parties. Reseller shall not commingle Products purchased from Company with any products obtained from any other source. Reseller shall maintain records demonstrating the source of all Products in its possession and shall provide such records to Company upon request.

2.3 Intellectual Property: Reseller may use Company’s trademarks, logos, trade names, product images, and other brand materials solely as expressly authorized by Company in writing and solely in connection with the permitted resale of Products in accordance with this Agreement. Reseller shall submit detailed mockups, copy, and specifications for each proposed use of Company intellectual property and shall obtain Company's prior written approval before any such use. Company may withhold approval in its sole discretion. Reseller shall not modify, alter, obscure, or create derivative works of any Company intellectual property, and shall not register or use any domain name, social handle, or advertising identifier containing or confusingly similar to Company trademarks. Upon termination of this Agreement for any reason, Reseller shall within five (5) business days cease all use of Company intellectual property and shall remove or disable any related marketing materials, listings, and advertisements, and provide written certification of such removal to Company. Following termination for convenience, Reseller may continue limited use of Company intellectual property solely as necessary to sell through previously purchased inventory in accordance with Section 8.1.

2.4 Social Selling: Any marketing, promotion, or sale of the Products through social media, influencers, affiliates, testimonials, or other social-selling channels is prohibited unless expressly authorized in advance in writing by the Company, in its sole discretion. If such authorization is granted, the Reseller shall strictly comply with all applicable federal, state, and local laws and regulations, including without limitation Federal Trade Commission (FTC) and U.S. Food and Drug Administration (FDA) requirements. Such compliance includes, but is not limited to, refraining from disease claims, unsubstantiated or misleading claims, or any statements inconsistent with approved product labeling, and ensuring all required disclosures are clearly and conspicuously made. If Company grants such authorization, Company may, in its sole discretion, provide Reseller with approved marketing materials and guidelines for social selling activities, but Company has no obligation to provide such materials.

2.5 Marketplace Prohibition: Reseller is strictly prohibited from listing or selling Products on any third-party marketplace, including but not limited to Amazon, Walmart Marketplace, eBay, Etsy, or Shopify Marketplace.

2.6 Paid Search Restrictions (Brand Keywords): Reseller shall not, and shall cause its agents, contractors, and any third parties acting on its behalf to not, bid on, purchase, or otherwise use in any paid search advertising (including search engine marketing/keyword ads) any of the Company’s brand names, trademarks, trade names, product names, or confusingly similar variations thereof.

2.7 B2B Limitations: Sales to other wholesalers or freight forwarders are prohibited. Private B2B portals require prior written consent from Company.

3. ORDERS & PRICING

3.1 Minimum Advertised Price (MAP): The Company will provide Reseller with a minimum price list (the "MAP List") reflecting the minimum advertised prices for each Product. Reseller may advertise, offer for sale, and sell Products at or above the prices set forth in the MAP List without restriction. If Reseller intends to advertise, offer for sale, or sell any Product at a per-unit (per bottle) price below the applicable MAP List price, Reseller shall provide the Company with advance written notice (email to wholesale@weliveconscious.com is sufficient) describing the proposed pricing and the timeframe during which such pricing will be in effect (a "Below-MAP Notice"). For the avoidance of doubt, provision of a Below-MAP Notice does not require Company approval, and Company's receipt or acknowledgment of a Below-MAP Notice does not constitute consent, authorization, or agreement to the proposed pricing. Reseller retains sole discretion over its final resale prices.

3.1.1 Company Pricing Discretion. Company reserves the right to modify its consumer-facing prices on www.weliveconscious.com or elsewhere at any time, including through temporary promotions, discounts, BOGO offers, or price testing, without prior notice to Reseller and without any obligation to maintain prices at or above any level. Company does not guarantee that its promotional or retail prices will remain at or above Reseller's cost, and Reseller assumes all risk associated with fluctuations in Company's consumer-facing pricing.

3.1.2 Monitoring Responsibility. Reseller is solely responsible for monitoring Company's publicly available pricing and for determining whether and when to submit a Below-MAP Notice. Company has no obligation to notify Reseller of changes to its consumer-facing prices.

3.1.3 Company Remedies. Company may, in its sole discretion and for any reason, decline to accept future purchase orders from any Reseller, including following receipt of a Below-MAP Notice. Nothing in this Section 3.1 limits Company's rights under Section 3.4 (Company Right to Reject Purchase Order) or Section 8 (Termination; Effect of Termination; Remedies).

3.2 Wholesale Pricing: Wholesale pricing is tiered based on total order value and calculated off of the MSRP of each SKU. Orders up to $5,000 qualify for a 35% discount, and orders between $5,000 and $10,000 qualify for a 40% discount. Orders exceeding $10,000 are subject to custom pricing; please contact wholesale@weliveconscious.com for a quote. Company may modify pricing upon notice. All shipping costs are the responsibility of Reseller, and all shipments are made FOB Utah.

3.3 Order Minimums: A minimum order quantity (MOQ) of twenty-five (25) units per SKU applies to all orders.

3.4 Company Right to Reject Purchase Order: The Company may, in its sole discretion, accept or reject any purchase order submitted by Reseller, in whole or in part, for any legitimate business reason, including without limitation product availability, inventory or SKU allocation limits, minimum remaining shelf-life/expiration date requirements, compliance or risk concerns, or if the Company reasonably determines Reseller is not an appropriate sales partner. No purchase order is binding unless and until accepted by the Company in writing (including via invoice, order confirmation, or shipment). Company shall provide written notice of rejection or modification within five (5) business days of receipt of the purchase order. The Company shall have no liability for any rejected or modified purchase order, including any alleged losses, lost profits, or reliance damages, except where Company's rejection or modification is made in bad faith or in violation of this Agreement. Company may also place orders on hold, cancel shipment, or reduce quantities if Company reasonably determines shipment may create compliance, brand, fraud, or inventory risk.

4. FINANCIAL TERMS AND LOGISTICS

4.1 Payment: All orders must be paid in full prior to shipment. Orders with a total value of less than Ten Thousand Dollars (US $10,000) must be paid by credit card only. Orders with a total value of Ten Thousand Dollars (US $10,000) or greater must be paid by wire transfer only.

4.2 Logistics: Reseller bears all shipping costs and selects the shipping method. Risk of loss transfers to Reseller upon delivery to the carrier at Company's shipping point.

4.3 Returns: All sales to Reseller are final except for damage caused by Company and reported within seven (7) business days of Reseller’s receipt of the Products. Reseller is solely responsible for all end-customer service, returns, and refunds.

5. PRODUCT HANDLING, EXPIRATION, RECALLS

5.1 Inspection Period: For purposes of this Agreement, the “Inspection Period” means the seven (7) business days immediately following Reseller’s receipt of the Products.

5.2 Inspection and Handling: Reseller shall properly store, inspect, and handle Products and shall not sell expired or damaged Products. Reseller shall sell Products in their original packaging exactly as received. Reseller shall not relabel, repackage, or modify the Products in any way. Reseller is strictly prohibited from breaking the product safety seal, opening the container, or otherwise tampering with or adulterating the product’s contents. Reseller shall not advertise, offer for sale, or sell any Products as used, open-box, unsealed, “like new,” refurbished, or otherwise not new, unopened, and in their original packaging, including but not limited to any Products with broken safety seals or altered packaging.

5.3 Shelf Life Warranty: Company warrants that Products will have a minimum of nine (9) months remaining of shelf life as of the order date.

5.4 Defects: If any defects are identified, the Reseller must provide notice to the Company during the Inspection Period of the Product. Upon such notice, the Company shall, at its own expense, provide replacement products for any items confirmed to be defective. In certain circumstances, the Company may require the affected products to be returned or otherwise disposed of for verification purposes.

5.5 Recalls: Reseller shall maintain sales records for the Products, including quantities sold, dates of sale, and applicable batch or lot numbers for a minimum of three (3) years following the sale. To the extent customer contact information is collected or available, the Reseller shall retain such information. In the event of a product recall, market withdrawal, or other corrective action initiated by Company or required by applicable law, the Reseller agrees to cooperate with Company, including providing available sales records and assisting in communicating with affected customers as requested by the Company.

5.6 Adverse Event Reporting: The Reseller shall promptly notify Company of any consumer complaint, report, or communication alleging or suggesting a serious adverse event, serious health condition, or other significant health issue associated with the use of any Product. Such notification must be provided in writing to Company no later than forty-eight (48) hours after the Reseller becomes aware of the event. The Reseller shall include all reasonably available information related to the report and shall cooperate with Company in any investigation, documentation, or regulatory reporting required under applicable laws, including but not limited to FDA adverse event reporting requirements.

6. REGULATORY, LEGAL COMPLIANCE, & MARKETING

6.1 General Compliance: Reseller shall comply with all applicable laws in connection with the advertising, sale, and distribution of the Products.

6.2 Prohibited Health Claims: Reseller shall not make any express or implied claims that a Product can diagnose, treat, cure, or prevent any disease. All marketing must be truthful, not misleading, and limited to "structure/function" claims that describe how a nutrient affects the human body.

6.3 Mandatory FDA Disclaimer: Any marketing material featuring structure/function claims must clearly and prominently display the mandatory FDA disclaimer: "These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease".

6.4 Substantiation Requirements: Reseller is prohibited from making any objective product claims that are not backed by competent and reliable scientific evidence. Reseller may not mischaracterize the extent to which a product has been reviewed or authorized by the FDA.

6.5 Email Marketing (CAN-SPAM): All electronic marketing communications (emails) must comply with the CAN-SPAM Act. This includes using accurate "From" and "To" header information, non-deceptive subject lines, and identifying the message as an advertisement. Every commercial email must include a clear and conspicuous "unsubscribe" or opt-out link that remains functional for at least 30 days after the message is sent. Reseller must honor all opt-out requests within ten (10) business days. All marketing emails must include Reseller's valid physical postal address. If Reseller hires a third party to handle its email marketing, Reseller remains legally and contractually responsible for that third party's compliance.

6.6 International Sales: Products are formulated and labeled for U.S. law only. For international sales, Reseller is the Merchant and Importer of Record and assumes full responsibility for legal compliance.

7. CONFIDENTIALITY

7.1 Definition: Reseller acknowledges that it may receive confidential or proprietary information of the Company, including without limitation pricing and discounts, the terms of this Agreement, and the Company’s policies and procedures (“Confidential Information”).

7.2 Obligations: Reseller shall keep all Confidential Information strictly confidential and shall not disclose it to any third party except as necessary to perform under this Agreement and only to those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations. Reseller shall use the Confidential Information solely for purposes of performing its obligations under this Agreement.

7.3 Legal Disclosure: Reseller may disclose Confidential Information only if required by law, provided it gives the Company prompt written notice and reasonably cooperates in seeking confidential treatment.

7.4 Remedies: Reseller agrees that any breach or threatened breach of this Section may cause irreparable harm to the Company for which monetary damages may be inadequate, and the Company shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity.

7.5 Publicity: Reseller shall not issue any press release or public announcement regarding this Agreement or its relationship with Company without Company’s prior written consent.

7.6. Survival: Reseller's obligations under this Section 7 shall survive termination or expiration of this Agreement and shall continue for a period of five (5) years thereafter, except with respect to trade secrets, which shall be protected indefinitely.

8. TERMINATION; EFFECT OF TERMINATION; REMEDIES

8.1 Termination for Convenience (At-Will). Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party. Termination for convenience will not relieve Reseller of any obligations arising prior to the effective date of termination and will not limit the continuing effect of any provisions that by their nature should survive, including without limitation confidentiality, intellectual property restrictions, sales channel restrictions, compliance obligations, and payment obligations. Following termination for convenience, Reseller shall cease placing new orders but may sell through previously purchased Products only in accordance with this Agreement.

8.2 Immediate Termination for Cause; Stop-Sale. The Company may terminate this Agreement immediately upon written notice if Reseller (i) violates any sales channel or marketplace restrictions, (ii) misuses or infringes the Company’s intellectual property, or (iii) violates any applicable law or regulation in connection with the marketing, sale, or distribution of the Products. Upon termination for cause, Reseller shall immediately cease all marketing, promotion, offering for sale, and sale of the Products, and shall comply with the Company’s reasonable written instructions regarding any remaining inventory (including, as applicable, return for inspection, quarantine, or destruction). If Company instructs Reseller to destroy inventory, Company shall reimburse Reseller for the wholesale cost of such inventory unless termination was due to Reseller's willful misconduct or illegal activity. Reseller acknowledges that this stop-sale requirement is a material condition of this Agreement and is necessary to protect the Company’s brand, compliance posture, and customers. Reseller shall initiate removal of all online listings, advertisements, and promotional content for the Products within twenty-four (24) hours of notice of termination for cause and complete such removal within seventy-two (72) hours.

8.3 No Returns; No Refunds. Except as expressly authorized by the Company in writing, all Product purchases are final and non-cancelable, and Products are non-returnable and non-refundable, including following any termination of this Agreement for convenience or for cause. For clarity, this Section does not limit Reseller’s rights under Section 4 (Returns) for Company-caused damage reported within the applicable timeframe.

8.4 Injunctive Relief. Reseller acknowledges that any breach or threatened breach of the Company’s intellectual property restrictions, sales channel restrictions, or confidentiality obligations may cause irreparable harm for which monetary damages may be inadequate, and the Company shall be entitled to seek injunctive and other equitable relief, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

9. GENERAL PROVISIONS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

9.2 Amendments and Updates. Company reserves the right to modify, amend, or replace the terms of this Agreement, including any incorporated policies, pricing schedules, or other guidelines, at any time. Any such modifications shall be effective immediately upon posting to Company’s authorized portal or website, or upon written notice to Reseller. Reseller’s continued purchase of Products, marketing of Products, or other performance under this Agreement following such posting or notice constitutes Reseller’s binding acceptance of the modified terms. The most current version of this Agreement shall supersede all prior versions and shall apply to any and all disputes or claims between the parties, including those arising from events occurring prior to the modification.

9.3 Entire Agreement; Survival. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, understandings, negotiations, or agreements, whether written or oral. The rights and obligations of the parties that by their nature are intended to survive termination or expiration of this Agreement shall survive, including without limitation Sections 2 (Sales Channels and Restrictions), 3 (Orders & Pricing), 4 (Financial Terms and Logistics), 5 (Product Handling, Expiration, Recalls, Adverse Event Reporting), 6 (Regulatory, Legal Compliance & Marketing), 7 (Confidentiality), 8 (Termination; Effect of Termination; Remedies), and 10 (Indemnification and Liability), as well as any payment obligations and any remedies for breach.

9.4 Assignment. Reseller may not assign, transfer, delegate, or sublicense this Agreement or any of its rights or obligations, whether by operation of law, change of control, or otherwise, without the Company’s prior written consent. Any attempted assignment in violation of this Section shall be null and void. Company may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets.

9.5 Company Audit Rights. Company shall have the right, upon reasonable notice and during normal business hours, to audit and inspect Reseller’s facilities, operations, marketing, and records to verify Reseller’s compliance with this Agreement, including without limitation compliance with sales channel restrictions, marketplace restrictions, pricing (including MAP), customer service practices, product handling and storage, and reporting obligations. Notwithstanding the foregoing, Company may conduct an audit immediately and without prior notice if Company reasonably suspects a breach of this Agreement or a violation of applicable law, including any conduct that could create consumer safety, regulatory, or brand risk. Reseller shall reasonably cooperate with any such audit and promptly address any non-compliance identified by Company. Failure to cooperate with an audit or to provide requested records shall constitute a material breach of this Agreement.

9.6 Notices. Any notice required or permitted under this Agreement must be in writing and will be deemed given when delivered by email to the email address on file for the receiving party (or such updated email address provided in writing), or when delivered by nationally recognized overnight courier to the receiving party’s address on file.

10. INDEMNIFICATION AND LIABILITY

10.1 Reseller Indemnity. Reseller shall indemnify, defend, and hold harmless Company, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all claims, demands, causes of action, liabilities, losses, damages, judgments, settlements, fines, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

●       Breach of Agreement: Any breach or alleged breach by Reseller of any representation, warranty, or obligation under this Agreement.

●       Regulatory Non-Compliance: Any violation of applicable laws, including but not limited to the CAN-SPAM Act, FTC, or FDA regulations regarding prohibited health claims.

●       Marketing Misconduct: Any false, misleading, or unauthorized advertising, marketing, or promotional activities conducted by Reseller or its agents.

●       International Activities: Any claims arising from the export, import, or sale of Products outside of the United States, including customs disputes or local regulatory violations.

●       Product Handling: Any claims resulting from Reseller’s improper storage, alteration, or handling of the Products, or the sale of expired or damaged units.

●       Intellectual Property: Any unauthorized use or infringement of Company’s trademarks or other intellectual property by Reseller.

10.2 Procedure. Company shall provide Reseller with prompt written notice of any claim for which it seeks indemnification. Company reserves the right to participate in the defense of such claim at its own expense. Reseller shall not enter into any settlement that imposes any liability or obligation on Company without Company’s prior written consent.

10.3 Limitation of Liability. To the maximum extent permitted by law, Company shall not be liable to Reseller for any indirect, incidental, special, or consequential damages, including loss of profits, even if advised of the possibility of such damages. Company’s total liability for any claim arising out of this Agreement shall not exceed the total amount paid by Reseller to Company for the specific order giving rise to the claim.