Root Forward Terms and Conditions of Sale

Issuer: Masimo Corporation or its applicable selling affiliate (“Masimo”)
Effective Date: September 4, 2026
Promotion Period End Date: December 31, 2026

• 1) PROMOTION OVERVIEW

• 1.1 Name and Structure. This promotion is designated the "Root Forward Promotion" and is a limited-time offering under which eligible customers that purchase qualifying Root^® Patient Monitoring and Connectivity Platform monitors ("Root Monitors") may earn a promotional discount applicable toward the purchase of the future successor Masimo monitoring and connectivity platform (the "Successor Platform") units.
 
• 1.2 Nature of the Credit. Each credit issued and redeemed under this Promotion (each, "Promotional Credit") is a discount on the applicable Successor Platform unit.
 
• 1.3 No Guarantee. Nothing herein constitutes a guarantee of any future product (including the Successor Platform), pricing, or commercial outcome.

• 2) ELIGIBILITY

• 2.1 Customer Eligibility. To be eligible to participate in the Promotion ("Eligible Customer"), a customer must satisfy each of the following criteria as of the date of the qualifying purchase:
• (a) The customer must make a Qualifying Purchase (as defined below);
• (b) The customer must be a legally operating provider of healthcare services;
• (c) The customer must have executed and delivered to Masimo a completed Promotional Credit Acknowledgment Form in the form attached hereto as Schedule A, at or before the time of purchase; and
• (d) The customer must not be in material breach of any existing agreement with Masimo at the time of the Qualifying Purchase (as defined below).
• 2.2 Purchase Requirements. A qualifying purchase ("Qualifying Purchase") must satisfy each of the following:
• (a) The purchase order for the Root Monitor units must be received by Masimo and accepted by Masimo, on or before the Promotion End Date; and
• (b) The purchase must be of Root Monitor units that are (i) new (unless otherwise agreed by Masimo in writing), (ii) purchased at a standard or otherwise approved contract price, and (iii) purchased directly from Masimo.

• 3) CREDIT TERMS

• 3.1 Promotional Credit Amount. Each Promotional Credit shall entitle the Eligible Customer to a discount on each Successor Platform unit equal to the Promotional Discount Rate applied to the then-current list price of the Successor Platform unit at the time of redemption, provided that the resulting per-unit discount shall in no event exceed the Per-Unit Discount Cap. Each Promotional Credit shall be applied as a direct reduction of the purchase price of the qualifying Successor Platform unit on the applicable invoice. The face of the applicable invoice shall accurately document the net amount paid per unit. Customer may not combine Promotional Credits (e.g. customer may not apply two or more Promotional Credits to the purchase of a single Successor Platform unit; Promotional Credits may only be applied on a one-for-one basis).
• 3.2 Condition Precedent to Redemption. The Promotional Credit may only be redeemed when each of the following conditions has been satisfied (collectively, the "Redemption Conditions"):
• (a) The Successor Platform must have received applicable FDA clearance or other required regulatory authorization permitting commercial sale in the applicable jurisdiction;
• (b) The Successor Platform must be commercially available for purchase by healthcare providers in the applicable jurisdiction;
• (c) The Promotional Credit must not have expired or been forfeited in accordance with these terms and conditions; and
• (d) The Eligible Customer must tender the applicable Trade-In Units to Masimo in accordance with Section 3.7. The number of Trade-In Units required equals the number of Successor Platform units to be purchased in the applicable redemption transaction, on a one-to-one basis.
• 3.3 Application of Credit. Upon satisfaction of the Redemption Conditions:
• (a) When the Eligible Customer submits an order for one or more Successor Platform unit(s), the Eligible Customer must also submit a written redemption request to Masimo ("Redemption Notice"). The Redemption Notice must be accompanied by a completed Trade-In Return Authorization form (as described in Section 3.7(b));
• (b) Any Promotional Credit not redeemed in a given transaction may be carried forward and applied to one or more subsequent redemption transactions, provided that: (i) the Credit Expiration Date has not passed; and (ii) each subsequent transaction satisfies all applicable Redemption Conditions.
• (c) Any Promotion Credit that has not been matched to a qualifying Successor Platform unit purchase on or before the Credit Expiration Date shall be permanently forfeited. Under no circumstances shall Masimo be obligated to pay any cash, cash equivalent, or substitute credit to an Eligible Customer in respect of any Promotion Credit that is not redeemed against an actual purchase of a Successor Platform unit.
• 3.4 Non-Transferability. The Promotional Credit is personal to the Eligible Customer to whom it is issued and is non-transferable.
• 3.5 No Other Application. The Promotional Credit does not accrue interest, has no cash surrender value and may not be applied to purchases of any Masimo product or services, other than Successor Platform Units in accordance with these terms and conditions.
• 3.6 Credit Documentation for Cost-Reporting Purposes. Masimo shall provide to each Eligible Customer, at the time of each redemption transaction, such documentation as is reasonably necessary to allow the Eligible Customer to accurately report the discount in accordance with applicable federal healthcare program cost-reporting requirements. Masimo shall retain records of all Promotional Credits issued for a minimum of ten (10) years from the date of issuance, consistent with applicable federal recordkeeping requirements.
• 3.7 Trade-In Requirements.
• (a) As a condition of redeeming a Promotional Credit, the Eligible Customer must return to Masimo, one Root Monitor unit from the original Qualifying Purchase (each such unit, a "Trade-In Unit") for each Successor Platform unit purchased in the applicable redemption transaction.
• (b) Return Authorization Process. Prior to returning any Trade-In Unit, the Eligible Customer must:
• (i) submit a completed Trade-In Return Authorization form to Masimo, in the form provided by Masimo, identifying each Trade-In Unit by serial number;
• (ii) receive a written Return Merchandise Authorization ("RMA") number from Masimo; and
• (iii) ship each Trade-In Unit to the Masimo-designated return facility within 30 days of issuance of the RMA number, with the RMA number prominently displayed on the outer packaging.
• (c) Shipping; Risk of Loss. The Eligible Customer shall bear all costs of packaging, insuring, and shipping Trade-In Units to Masimo. Risk of loss or damage to Trade-In Units during transit shall remain with the Eligible Customer until Masimo has physically received and acknowledged acceptance of the Trade-In Unit at its designated return facility.
• (d) No Compensation for Trade-In Units. The Eligible Customer shall receive no monetary payment, credit, or other compensation for Trade-In Units beyond the application of the Promotional Credit.

• 4) NO GUARANTEE OF PRODUCT LAUNCH OR AVAILABILITY

• 4.1 Development Status. The Successor Platform is a next-generation monitoring platform currently under development that is intended to serve as a direct replacement for the Root Monitor. As of the effective date of these Terms and Conditions, the Successor Platform has not received FDA clearance or become commercially available.
• 4.2 No Representation or Warranty. Masimo makes no representation, warranty, or commitment of any kind that:
• (a) The Successor Platform will receive FDA clearance or any other regulatory approval or authorization, whether in the United States or in any other jurisdiction;
• (b) The Successor Platform will be commercially launched or made available for purchase at any particular time, at any particular price, or at all;
• (c) The specifications, features, functionality, or pricing of the Successor Platform will meet the Eligible Customer's requirements or expectations; or
• (d) Any Promotional Credit issued will be redeemable within any particular time period.
• 4.3 No Liability for Non-Launch. In the event that the Redemption Conditions are not satisfied (whether due to failure to obtain FDA clearance, discontinuation of the product program, or for any other reason), the Eligible Customer's sole recourse shall be the right to retain any Promotional Credit until the Credit Expiration Date.
• 4.4 FDA Disclaimer. Nothing in these Terms and Conditions, and no issuance of a Promotional Credit hereunder, constitutes or shall be construed as:
• (a) The promotion, marketing, or advertising of the Successor Platform or any other medical device that has not received clearance or approval from the FDA;
• (b) An offer for sale, contract to sell, or pre-sale of any device that has not received such FDA clearance or approval; or
• (c) Any representation regarding the safety, effectiveness, intended use, or labeling of the Successor Platform. All promotional, sales, and marketing communications by Masimo in connection with this Promotion shall be limited to the terms of the Root Forward Promotion and shall not include any claims regarding the clinical performance, features, or specifications of the Successor Platform.

• 5) COMPLIANCE REPRESENTATIONS AND OBLIGATIONS

• 5.1 Anti-Kickback Statute Discount Safe Harbor. The Parties intend the Promotional Credit to qualify as a "discount" within the meaning of the discount safe harbor to the federal Anti-Kickback Statute, codified at 42 C.F.R. § 1001.952(h). Accordingly, each Eligible Customer that is a "Buyer" (as that term is used in 42 C.F.R. § 1001.952(h)(2)) represents, warrants, and covenants to Masimo as follows, both at the time of Qualifying Purchase and at the time of redemption of any Promotional Credit:
• (a) Accurate Reporting. The Eligible Customer shall accurately report, in accordance with 42 C.F.R. § 1001.952(h)(2)(i)–(ii), the full purchase price of any Root Monitor unit purchased under this Promotion (without reduction for the Promotional Credit) on all applicable cost reports, claims, and submissions to federal healthcare programs. Upon redemption of the Promotional Credit, the Eligible Customer shall report the net cost of the Successor Platform unit(s) to which the credit is applied in the period in which the credit is applied, as required by applicable cost-reporting regulations. In addition, the Eligible Customer shall account for the return of Trade-In Units in its cost reports and asset records, including any required adjustments to prior period cost reports;
• (b) Disclosure. The Eligible Customer shall fully and accurately disclose the existence and value of the Promotional Credit to the applicable federal healthcare program upon request, and shall make available to the relevant government agency upon written request all documentation relating to the Promotional Credit;
• (c) No Referral Condition. The Eligible Customer acknowledges that (i) the Promotional Credit has not been offered or accepted in exchange for, or as an inducement to, the referral of patients to any facility or the ordering, purchasing, leasing, or recommending of any item or service covered by a federal healthcare program, and (ii) participation in this Promotion is not conditioned on such referrals; and
• 5.2 Masimo Obligations. Masimo represents and covenants that:
• (a) The Promotional Credit reflects a genuine discount on the Successor Platform, earned through the purchase of qualifying Root Monitor units, and constitutes a discount within the meaning of 42 C.F.R. § 1001.952(h);
• (b) Masimo shall provide to each Eligible Customer written documentation sufficient to allow Eligible Customer to submit accurate reports in accordance with 42 C.F.R. § 1001.952(h)(2)(i)–(ii);
• (c) The Promotion is made available on the same material terms to all similarly-situated customers, consistent with 42 C.F.R. § 1001.952(h)(1); and
• (d) Masimo shall not condition the granting of a Promotional Credit on the Eligible Customer's referral of patients, the ordering or recommending of any other product or service reimbursable by a federal healthcare program, or any other arrangement that would constitute unlawful remuneration under 42 U.S.C. § 1320a-7b(b).
• 5.3 Effect of Breach. Masimo reserves the right to withhold issuance or to void any outstanding Promotional Credit if an Eligible Customer has failed to satisfy, or has materially breached, any representation or covenant set forth in this Section 5, without prejudice to any other right or remedy available to Masimo.

• 6) LIMITATIONS AND DISCLAIMERS

• 6.1 No Warranty as to Tax Treatment. Masimo makes no representation as to the tax treatment of the Promotional Credit or the trade-in transaction under federal, state, or local tax law.
• 6.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MASIMO SHALL NOT BE LIABLE TO ANY ELIGIBLE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS PROMOTION REGARDLESS OF WHETHER MASIMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MASIMO'S TOTAL AGGREGATE LIABILITY TO ANY ELIGIBLE CUSTOMER UNDER THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE AGGREGATE PROMOTIONAL CREDIT AMOUNT ACTUALLY APPLIED IN ACCORDANCE WITH THESE TERMS AND CONDITIONS.

• 7) TERMINATION AND MODIFICATION

• 7.1 Modification. Masimo reserves the right to modify these Terms and Conditions at any time, including by modifying the Promotional Discount Rate, the Per-Unit Discount Cap, eligibility criteria, credit expiration period, trade-in requirements, or redemption mechanics, upon written notice to affected Eligible Customers. Modifications shall not apply retroactively to Promotional Credits already issued, except to the extent required by applicable law or regulatory guidance, including any guidance issued by the U.S. Department of Health and Human Services, Office of Inspector General, regarding the Anti-Kickback Statute discount safe harbor.
• 7.2 Early Termination. Masimo reserves the right to terminate the Promotion prospectively at any time prior to the Promotion End Date, including by declining to accept further Qualifying Purchases under the Promotion, upon reasonable written notice to customers. Termination of the Promotion shall not affect:
• (a) Qualifying Purchases accepted by Masimo prior to the effective date of termination; or
• (b) Promotional Credits validly issued prior to termination, which shall remain subject to their applicable terms.
• 7.3 Regulatory Changes. If any applicable law, regulation, or regulatory guidance (including OIG guidance on the Anti-Kickback Statute discount safe harbor) changes in a manner that affects the legality or structure of the Promotion, Masimo reserves the right to modify or terminate the Promotion immediately upon written notice.

• 8) GENERAL PROVISIONS

• 8.1 Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California.
• 8.2 Entire Agreement. These Terms and Conditions, together with the executed Promotional Credit Acknowledgment Form, the applicable purchase order acknowledgment, and Masimo's Terms and Conditions of Sale (available at https://professional.masimo.com/company/terms-and-conditions, as may be amended from time to time) (the "Terms and Conditions of Sale"), which are incorporated herein by reference, constitute the entire agreement between Masimo and the Eligible Customer with respect to the Root Forward Promotion and supersede all prior or contemporaneous representations, discussions, negotiations, and agreements relating to the Promotion. These Terms and Conditions shall be incorporated by reference into each quotation and purchase order issued in connection with a Qualifying Purchase under this Promotion.
• 8.3 Incorporation of Terms and Conditions of Sale; Order of Precedence. Each Qualifying Purchase and each redemption transaction under this Promotion shall be subject to the Terms and Conditions of Sale, except as expressly modified or supplemented by these Terms and Conditions. To the extent of any conflict or inconsistency between the Terms and Conditions of Sale and these Terms and Conditions with respect to any matter directly relating to the Promotion, these Terms and Conditions shall control. To the extent of any conflict between these Terms and Conditions and any promotional flyer, sales communication, or other marketing material relating to the Root Forward Promotion, these Terms and Conditions shall control. Any terms or conditions in the Eligible Customer's purchase order that conflict with or are in addition to these Terms and Conditions or the Terms and Conditions of Sale shall not apply and are hereby rejected.
• 8.4 Severability. If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, it shall be severed, and the remaining provisions shall continue in full force and effect.
• 8.5 No Third-Party Beneficiaries. These Terms and Conditions are for the sole benefit of Masimo and the applicable Eligible Customer. No other person or entity shall have any rights under or by virtue of these Terms and Conditions.
• 8.6 Assignment. Masimo may assign its rights and obligations under these Terms and Conditions, in whole or in part, to any affiliate or to any successor entity by merger, acquisition, or asset sale, without the consent of the Eligible Customer. The Eligible Customer may not assign any of its rights or obligations hereunder without Masimo's prior written consent.
• 8.7 Notices. All notices under these Terms and Conditions shall be in writing and delivered by:
• (a) Hand delivery;
• (b) Nationally recognized overnight courier; or
• (c) Email with confirmation of receipt, addressed to:
• (i) For Masimo, to the attention of Legal Department, Masimo Corporation, 52 Discovery, Irvine, California 92618; and
• (ii) For the Eligible Customer, to the address set forth in the Promotional Credit Acknowledgment Form.
• 8.8 Compliance with Law. Each party shall comply with all applicable federal, state, and local laws, regulations, and orders in connection with the performance of its obligations under these Terms and Conditions.