Terms of Use

These Terms of Use ("Terms") govern access to and use of www.healingbiologix.net, and any related sites, ordering portals, applications, and software (collectively, the "Platform"), operated by Healing Biologix, ("Healing Biologix," "we," "us," or "our"). "You" means the licensed practice, clinic, pharmacy, practitioner, or other business entity accessing the Platform, and any individual using the Platform on that entity's behalf.

HEALING BIOLOGIX SELLS EXCLUSIVELY TO LICENSED BUSINESSES AND PRACTITIONERS FOR PROFESSIONAL USE. THE PLATFORM IS NOT INTENDED FOR CONSUMERS, DOES NOT OFFER DIRECT-TO-PATIENT CARE OR TELEHEALTH, AND NOTHING ON THE PLATFORM IS MEDICAL ADVICE TO ANY INDIVIDUAL PATIENT.

By accessing or using the Platform, you agree to these Terms and to our Privacy Policy and Refund & Returns Policy, each incorporated by reference. If you have executed a separate Wholesale & Clinic Partner Agreement, that agreement governs your ordering relationship with us and controls over these Terms to the extent of any conflict; these Terms otherwise continue to govern your general use of the Platform (browsing, account login, content, etc.).

1. Eligibility

Access to the Platform, including pricing, ordering, and account features, is limited to licensed clinics, medical practices, pharmacies, practitioners, and other business customers who have been approved through our account application and verification process ("Clinic Partners"). By applying for or using an account, you represent that: (a) you are at least 18 years old and have authority to bind the business entity you represent; (b) all licensure, business registration, and other information you submit is true, current, and complete; and (c) you will use products purchased through the Platform only within the scope of your applicable professional license and in compliance with applicable law. We may require proof of licensure (e.g., DEA, state medical, pharmacy, or nursing license) before approving or continuing an account and may suspend an account if licensure cannot be verified or lapses.

2. Your Account

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, including orders placed by employees or agents you authorize. Notify us promptly at info@healingbiologix.net of any suspected unauthorized use. We may request additional verification at any time and may suspend access if requested information is not provided within a reasonable time.

3. Ordering, Pricing, and Wholesale Terms

Product availability, pricing, minimum order quantities, payment terms, and private-label program terms are set out in your Wholesale & Clinic Partner Agreement and/or the order confirmation for each purchase and are incorporated into these Terms by reference. Listed pricing on the Platform is subject to change without notice and does not constitute an offer; an order is accepted only when we send written confirmation.

4. Regulatory Responsibility

Healing Biologix manufactures, formulates, or sources products and makes them available for purchase by licensed businesses. Healing Biologix does not practice medicine, does not prescribe or dispense to individual patients, and is not responsible for how a Clinic Partner or its practitioners prescribe, compound, dispense, label, market, or administer any product to that Clinic Partner's own patients. Each Clinic Partner is solely responsible for its own compliance with all applicable federal and state laws, including FDA, DEA, state pharmacy and medical board, scope-of-practice, and advertising/marketing regulations governing its use and resale of any product.

5. Acceptable Use

You agree not to use the Platform to:

• submit false licensure, identity, or business information;
• resell, relabel, or misrepresent products in a manner inconsistent with your Wholesale & Clinic Partner Agreement or applicable law;
• scrape, crawl, or use automated tools to access or copy data from the Platform, or bypass access controls;
• introduce malicious code or interfere with the security or operation of the Platform;
• harvest information about other Clinic Partners or users;
• infringe any intellectual property, privacy, or publicity right; or
• assist any third party in doing any of the foregoing.

We may investigate suspected violations and take action we deem appropriate, including suspending or terminating accounts, without notice.

6. Electronic Communications

By using the Platform, you consent to receive account, order, and business communications from us electronically, including by email and in-portal messaging, and agree that electronic communications and signatures satisfy any legal requirement that such communications be in writing.

7. Intellectual Property

All content on the Platform including text, graphics, product and formulation descriptions, logos, trademarks, software, and design is owned by Healing Biologix or its licensors and protected by U.S. intellectual property law. Except as expressly permitted under a private-label or Clinic Partner agreement, you may not reproduce, modify, or distribute Platform content, and may not use the "Healing Biologix" name, logo, or any private-label product name without our prior written consent.

Copyright Complaints (DMCA)

If you believe content on the Platform infringes your copyright, send a written notice meeting the requirements of 17 U.S.C. § 512(c)(3) to info@healingbiologix.net, including your contact information, identification of the copyrighted work and infringing material, and a statement of good-faith belief and accuracy under penalty of perjury. Counter-notices should be sent to the same address and must meet the requirements of 17 U.S.C. § 512(g)(3).

8. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, HEALING BIOLOGIX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT AS EXPRESSLY SET OUT IN A SIGNED WHOLESALE & CLINIC PARTNER AGREEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, HEALING BIOLOGIX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, DATA, OR GOODWILL, ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING HERE LIMITS LIABILITY FOR HEALING BIOLOGIX'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR WHERE PROHIBITED BY LAW. PRODUCT-SPECIFIC LIABILITY, WARRANTY, AND INDEMNIFICATION TERMS ARE SET OUT IN YOUR WHOLESALE & CLINIC PARTNER AGREEMENT AND CONTROL OVER THIS SECTION FOR PRODUCT CLAIMS.

10. Indemnification

You agree to defend, indemnify, and hold harmless Healing Biologix, its officers, and employees from claims, damages, and expenses (including reasonable attorneys' fees) arising from your misuse of the Platform, your breach of these Terms, or your violation of applicable law, including any prescribing, dispensing, labeling, marketing, or scope-of-practice violation in connection with products you purchase.

11. Links to Third-Party Sites

The Platform may link to third-party sites we do not control. We are not responsible for the content or privacy practices of those sites, and a link does not constitute an endorsement.

12. Term, Suspension, and Termination

These Terms remain in effect for as long as you use the Platform. We may suspend or terminate your access, with or without cause or notice, in our sole discretion, including for suspected violation of these Terms, loss of licensure, or violation of applicable law. Termination of Platform access does not, by itself, terminate a separately signed Wholesale & Clinic Partner Agreement, which is governed by its own termination provisions.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Palm Beach, Florida. Claims must be brought in an individual business capacity only, and not as a class, collective, or representative action. Each party bears its own arbitration fees except as the arbitrator may otherwise award. Either party may seek interim injunctive relief from a court of competent jurisdiction pending arbitration.

14. General

These Terms, together with any Wholesale & Clinic Partner Agreement and Refund & Returns Policy, are the entire agreement between you and Healing Biologix regarding the Platform. We may modify these Terms at any time by posting the revised version; continued use after posting constitutes acceptance. If any provision is found unenforceable, the remaining provisions remain in effect. You may not assign these Terms without our written consent; we may assign them freely in connection with a merger, acquisition, or sale of assets.

Contact

Healing Biologix, Attn: Legal Department 601 Heritage Dr, Suite 451, Jupiter, FL 33458 Email: info@healingbiologix.net