Owner and Veterinarian Release Form

Waiver Consent and Release – owner and veterinarian – Form

RELEASE, WAIVER, COVENANT NOT TO SUE, informed CONSENT, AND ASSUMPTION OF RISK AGREEMENT

(Animal Use Version – Individual Owner and Veterinarian)

This Release, Waiver, Covenant not to Sue, Informed Consent, and Assumption of Risk (this “Release”) is given by [_____________________________________________________________] [print name] (“Owner”) and [___________________________________________________________] (“Veterinarian”, and together with Owner, “Releasors”), each for himself/herself/itself, and on behalf of each of other Releasor Person to and for the benefit of Tropoﬂex, Inc., a Texas corporation, (“Company”) and each other Releasee. The terms “Releasor Person” and “Releasee” are defined below.

WHEREAS, Company manufactures, sells and distributes a patented injectable composition with the tradename of “TropoFlex™” (“Product”);

WHEREAS, Owner owns animals (including animals hereafter acquired, in whole or in part, by Owner and whether one or more animals, the “Animals”);

WHEREAS, Veterinarian is a licensed veterinarian in the State of [_______________________________________] (the “State”), is or may become a veterinarian for one or more of the Animals and may administer the Product to one or more Animals under the medical care of Veterinarian (the administration of the Product by Veterinarian to an Animal, the “Procedure”); and

WHEREAS, in partial consideration for Releasors’ execution and delivery of this Release to Company and Releasors’ compliance with the terms hereof, Company has agreed to provide Product to Veterinarian for Veterinarian to administer to the Animals.

Licensed Veterinarian. Veterinarian represents and warrants to Company and covenants to Company that Veterinarian (a) is and be at all times Veterinarian is performing the Procedure will be licensed to practice veterinarian medicine in the State and such license is in good standing with all applicable regulatory authorities, (b) will maintain all licenses and accreditations necessary for Veterinarian to practice veterinarian medicine in the State and perform the Procedure, and (c) will at all times perform the Procedure in compliance with all applicable laws and regulations.

Owner Owns Animals. Owner represents and warrants to Company and covenants to Company that Owner is and will be at all times that Product is being administered to an Animal or the decision is being made to perform the Procedure on an Animal, either (a) the sole owner of such Animal, or (b) the person with the sole right to direct and control the medical treatment of the Animal and make all decisions regarding medical care for the Animal, including the right to determine on behalf of all owners of the Animal whether the Animal should be administered the Product.

Informed Consent; Assumption of the Risks. Each Releasor

acknowledges he/she/it has been informed, understands and acknowledges that the Product has not been approved by the United States Food and Drug Administration (the “FDA”) to diagnose treat, cure, or prevent disease, or to affect the structure or function of the body, and no claims about the Product have been evaluated by the FDA or made by Company; and
represents and warrants to Company that such Releasor understands and accepts that use of the Product is subject to risks, both known and unknown, and may cause (i) injuries (including bodily injury), infections, swelling, irritation, redness, pain, illness, exposure to pathogens and other biological and chemical hazards, disability or death, (ii) property damage, or (iii) other personal or ﬁnancial injury (any injury related to, arising out of, resulting from, or attributable to the Procedure or the use of the Product, including the items in this subsection (b), collectively, “Injuries”, and individually, an “Injury”); and
understands that the Procedure aims to improve the regeneration of collagen in damaged tissues, however animals responses to the Procedure have varied and no guarantee of improvement can be made; and
agrees that Company has answered, completely and to such Releasor’s satisfaction, all of such Releasor’s questions regarding the Product and the Procedure; and
with knowledge of and after considering the foregoing, requests that Company provide Product to Veterinarian for Veterinarian to perform the Procedure on the Animals; and
represents and warrants to Company, and covenants with Company, that the Procedure will only be performed on Animals under the medical care of Veterinarian at such time and for whom Veterinarian deems the Procedure to be appropriate.

Waiver, Release and Covenant Not to Sue. EACH RELEASOR, ON BEHALF OF HIMSELF/HERSELF/ITSELF AND FOR EACH OTHER RELEASOR PERSON, HEREBY EXPRESSLY WAIVES AND RELEASES ANY AND ALL CLAIMS, NOW KNOWN OR HEREAFTER KNOWN, AGAINST COMPANY OR ANY OTHER RELEASEE, ON ACCOUNT OF ANY INJURY (defined above), WHETHER ARISING OUT OF THE ORDINARY NEGLIGENCE OF COMPANY OR ANY OTHER RELEASEE OR OTHERWISE. EACH RELEASOR, FOR HIMSELF/HERSELF/ITSELF AND ALL OTHER RELEASOR PERONS, COVENANTS NOT TO MAKE OR BRING ANY SUCH CLAIM AGAINST COMPANY OR ANY OTHER RELEASEE, AND FOREVER RELEASES AND DISCHARGES COMPANY AND EACH OTHER RELEASEE FROM LIABILITY UNDER SUCH CLAIMS AND FOR SUCH CLAIMS. THIS WAIVER AND RELEASE DOES NOT EXTEND TO CLAIMS FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY OTHER LIABILITIES THAT TEXAS LAW DOES NOT PERMIT TO BE RELEASED BY AGREEMENT. RELEASORS UNDERSTAND AND AGREE THAT THIS release IS a LEGALLY BINDING document AND WILL PRECLUDE RELEASORS AND EACH OTHER RELEASOR PERSON FROM RECOVERING DAMAGES FROM company or ANY other RELEASEE.

Disclaimer of Representations and Warranties. Releasors acknowledge and agree that neither Company nor any other Releasee has made any representation, warranty or assurance regarding (a) the results of the Procedure, (b) the use of the Product, or (c) reactions to, including adverse effects from, the Procedure or use of the Product. Without limiting the foregoing AND NOTWITHSTANDING ANY PROVISION HEREOF, RELEASORs ACKNOWLEDGE AND AGREE THAT (A) THE PRODUCT IS PROVIDED “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS” AND (B) COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING (1) WITH RESPECT TO THE PRODUCT OR THE PROCEDURE; (2) ANY WARRANTY OF MERCHANTABILITY; OR (3) ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY WAIVED. EACH RELEASOR ACKNOWLEDGES AND AGREES THAT HE/SHE/IT HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY COMPANY OR ANY OTHER PERSON OR ENTITY and will not rely on any REPRESENTATION, WARRANTY OR COVENANT MADE BY COMPANY OR ANY OTHER PERSON OR ENTITY with respect to the product or the procedure.

Use of Product. Each Releasor agrees and covenants to Company that (a) no person other than Veterinarian will administer the Product, (b) Veterinarian will administer the Product only to the Animals and only in the State, (c) Veterinarian will not distribute the Product or provide the Product to any person or entity (including Owner), (d) Veterinarian will prepare and maintain for at least five years detailed written records of each use of the Product, such records to include, without limitation, the identity of the Animal on which the Product is used (in at least sufficient detail that the Animal can be identified and located by Company and Veterinarian thereafter), the date and address where the Product was administered, reactions of the Animal (including positive or negative reactions), any follow-up care provided to the Animal relating to or resulting from the Procedure or the Product, and such other information as Company from time to time may request, (e) Veterinarian will provide to Company each month (on or before the 5^th day of each month) the Records from the then-prior month, (f) Veterinarian will cease administering Product immediately if so instructed by Company, and (g) upon the request of Company return to Company all Product in Veterinarian’s possession and upon receipt of such Product, Company will refund to Veterinarian the purchase price, if any, paid by Veterinarian for such Product.

Insurance. At all times while Veterinarian has any Product, Veterinarian, at his/her sole expense, shall provide and maintain professional liability insurance insuring Veterinarian for professional errors, omissions, negligence, incompetence, license defense, and malfeasance in an amount no less than $1,000,000 per occurrence / $2,000,000 in the aggregate (the “Liability Insurance“). The Liability Insurance shall be in a form, and with companies reasonably satisfactory to Company, including, the policy shall be primary and non-contributory with insurance carried by Company and the insurer’s agreement to give Company 30 days’ prior written notice before cancellation or material change of the Liability Insurance. In connection with the execution and delivery of this Release, Veterinarian is providing Company with insurance certificates accurately evidencing that the Liability Insurance is in effect on the date hereof. Veterinarian shall provide Company with insurance certificates accurately evidencing the renewal of the Liability Insurance required under this Release promptly upon such renewal. Additionally, Veterinarian, upon request by Company, shall promptly provide Company with insurance certificates evidencing that the insurance coverage required under this Release is in effect at such time.

Indemnity. Each Releasor agrees to defend, indemnify, and hold harmless Company and each other Releasee against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees, and the costs incurred by Company or any other Releasee, related to, arising out of or resulting from (a) enforcing any provision of this Release, including the waiver, release and covenant not to sue set forth herein, (b) a Releasor’s breach of any provision of this Release, or (c) any claim, including claims of third parties, related to, arising out of, resulting from, or attributable to the Procedure or the use of the Product, including any claim related to a Releasor’s own negligence or the ordinary negligence of Company or another Releasee.

Entire Release; Conflicts. This Release is in addition to and is not intended to replace any other agreements related to liability for Injuries that either or both Releasors executed in the past or may execute in the future. To the extent that there is any conﬂict between this Release and any such other agreement, Releasors agree that the agreement that provides the greatest protection to Company or the other Releasees against liability and the most expansive release of claims and assumption of risk allowed by law shall govern the matter. Subject to the immediately preceding sentence, this Release (a) constitutes the sole and entire agreement (i) by either or both Releasors or (ii) between Company and either or both Releasors, in each case with respect to the subject matter contained herein, and (b) supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

Definitions: Releasor Person and Releasee; Binding on Releasor Persons. For purposes of the Release, (a) “Releasor Person” means (i) Owner, (ii) Veterinarian, (iii) each person or entity with an ownership interest in an Animal, and (iv) each heir, personal representative, executor, next of kin, spouse, minor child, officer (elected or otherwise), manager, director (and similar person), owner, employee, agent, affiliate, subsidiary, successor and assign of each of the foregoing; and (b) “Releasee” means (i) Company, (ii) Yellowstone Naturals LLC, a Wyoming limited liability company, (iii) manufacturers or distributors of the Product (or any portion thereof or any ingredient therein) and (iv) the oﬃcers (elected or otherwise), managers, directors (and similar persons), owners, employees, agents, affiliates, subsidiaries, licensors, licensees, successors and assigns of each of the foregoing. Each Releasor represents and warrants to and covenants to Company that the provisions of this Release are and will be binding on and enforceable against each Releasor Person.

Governing Law; Venue. All matters arising out of or relating to this Release shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule whether of the State of Texas or any other jurisdiction. Any claim or cause of action arising under this Release may be brought only in the federal and state courts located in Bexar County, Texas and Releasors, for themselves and each other Releasor Person, hereby consents to the exclusive jurisdiction of such courts.

Miscellaneous. This Release may not be amended, modified, or terminated and no provision hereof may be waived (including by action or lack of action) without the written consent of Company. If any term or provision of this Release is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Release or invalidate or render unenforceable such term or provision in any other jurisdiction. If a Releasor breaches any provision of this Release or a Releasor has knowledge of a breach by the other Releasor, such Releasor agrees to immediately notify Company in writing of such breach, such notice to be provided to Company at the following address for Company: info@tropoflexinc.com and such notice will be deemed given only when Company acknowledges its receipt thereof to the Releasor providing such notice. Company may change its address for notices upon notice to Owner. Neither Releasor may assign any right or obligation under this Release without the prior written consent of Company. Subject to the preceding sentence, this Release is binding on Releasors, each other Releasor Person and their respective successors and assigns and shall inure to the benefit Company, each other Releasee and their respective successors and assigns. Releasors agree to execute and deliver, or cause to be executed and delivered, such further documents and to do all such things and acts as Company may reasonably request in furtherance of the provisions and purposes of this Release and the transactions contemplated hereby. Releasors further agree that this Release is intended to be as broad and inclusive as is permitted by applicable law, including the laws of the State of Texas. When used in this Release, the term (a) “including” means “including, without limitation” or “including, but not limited to”, (b) “or” has the inclusive meaning represented by the term “and/or”, and (c) the singular shall include the plural and vice versa. All notices to a Releasor pursuant to this Agreement shall be provided to the email address for such Releasor provided below (or if no email address is provided below for a Releasor to any address for such Releasor in Company’s records at the time the notice is given) and shall be deemed given upon being sent to such email address.

Each Releasor acknowledges and agrees that (a) he/she/it has read and understands the terms of this Release, (b) has, if such Releasor so desired, (i) had counsel of his/her/its choice review this Release and advise him/her/it on the terms of this Release or (ii) voluntarily declined such representation and advice, and (c) he/she/it is freely and voluntarily executing and delivering this Release.

SIGNATURE PAGE TO RELEASE, WAIVER, COVENANT NOT TO SUE, informed CONSENT, AND ASSUMPTION OF RISK AGREEMENT