Wholesale & Clinic Partner Agreement

This Wholesale & Clinic Partner Agreement (this "Agreement") is entered into between Healing Biologix, ("Healing Biologix," "we," "us," or "our") and the licensed clinic, medical practice, pharmacy, or practitioner entity identified on the applicable account application or order form ("Clinic Partner," "you," or "your"). This Agreement governs all wholesale purchases of products from Healing Biologix, including any private-label program, and is incorporated by reference into our Terms of Use.

1. Eligibility and Account Approval

You represent and warrant that you hold all licenses, registrations, and permits required to purchase, possess, prescribe, compound, dispense, or resell the products you order (as applicable), including any required state pharmacy, medical board, or DEA registration. You agree to provide current copies of such licensure on request and to notify us within [5] business days of any suspension, restriction, or revocation of a relevant license. We may approve, decline, suspend, or terminate your account in our discretion, including where licensure cannot be verified.

2. Products and Ordering

Available products, current pricing, and minimum order quantities ("MOQs") are provided through the Platform or a separate price list and are subject to change on notice. Orders are offers to purchase and are accepted only upon our written confirmation. We may limit order quantities, decline an order, or allocate limited supply among Clinic Partners in our reasonable discretion, including in response to regulatory or supply constraints.

3. Pricing, Payment, and Taxes

Pricing is as stated on your order confirmation or applicable price list. Payment terms are due at time of order unless otherwise agreed in writing. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend future shipments until your account is current. You are responsible for all applicable sales, use, and excise taxes, except taxes on our net income.

4. Shipping, Title, and Risk of Loss

Products are shipped from our facility or a designated compounding/fulfillment partner's facility. Title and risk of loss pass to you upon delivery to the carrier, except that we remain responsible for damage or loss occurring before delivery to the extent covered by our shipping insurance. You are responsible for proper storage (including any required cold-chain handling) upon receipt.

5. Regulatory Compliance and Scope of Use

You will purchase, store, prescribe, compound, dispense, market, and administer all products solely in compliance with applicable federal and state law, including FDA regulations, DEA requirements (as applicable), state pharmacy and medical board rules, and advertising/marketing laws, and solely within the scope of your professional license. You will not resell products to any entity that is not itself licensed to receive them and will not represent to any patient or third party that Healing Biologix is the prescriber, dispenser, or treating provider. You are solely responsible for all clinical decisions, informed consent, and patient communications related to your use of the products.

6. Private-Label Program

If you participate in our private-label program, the following additional terms apply, together with any separate private-label order form or exhibit that specifies your formulation, label content, and MOQs:

• You are responsible for reviewing and approving final label artwork before production; approval confirms the label meets your own regulatory requirements.
• Private-label orders are manufactured to order and are non-cancelable and non-returnable once production begins, as set out in the Refund & Returns Policy.
• Unless separately agreed in writing, Healing Biologix retains ownership of the underlying formulation, manufacturing process, and any Healing Biologix trademarks; you receive a limited, non-exclusive license to market the private-label product under your own brand during the term of this Agreement.
• You are solely responsible for the accuracy of any claims you make about the private-label product in your own marketing, beyond the label content we produce.

7. Product Warranties

We warrant that products will, at the time of shipment, conform to their label and be manufactured in a facility operating consistent with applicable compounding or manufacturing standards. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, PRODUCTS ARE PROVIDED WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Your sole remedy for a breach of this warranty is replacement or credit as described in the Refund & Returns Policy.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR GOODWILL, ARISING FROM THIS AGREEMENT. HEALING BIOLOGIX'S TOTAL LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM IN THE [12] MONTHS BEFORE THE CLAIM AROSE. THIS LIMITATION DOES NOT APPLY TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR DAMAGES ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

9. Indemnification

You agree to defend, indemnify, and hold harmless Healing Biologix from claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your prescribing, compounding, dispensing, labeling (beyond label content we produce), marketing, or administration of any product; (b) your breach of this Agreement or applicable law; or (c) your negligence or willful misconduct. We agree to defend, indemnify, and hold harmless you from claims arising from our gross negligence, willful misconduct, or breach of the product warranty in Section 7, to the extent not caused by your acts described in (a)-(c).

10. Confidentiality

Each party will keep confidential the other party's pricing, formulations, business plans, and other non-public information disclosed under this Agreement, and use it only to perform this Agreement, for [3] years following disclosure (indefinitely for trade secrets and formulations).

11. Term and Termination

This Agreement begins on the date your account is approved and continues until terminated. Either party may terminate for convenience on [30] days' written notice, or immediately for the other party's material breach not cured within [10] business days of notice, loss of required licensure, or violation of law. Sections 5-10 and 12-13 survive termination.

12. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any dispute 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. Either party may seek interim injunctive relief from a court of competent jurisdiction pending arbitration, including to protect confidential information or intellectual property.

13. General

This Agreement, together with the Terms of Use and Refund & Returns Policy, is the entire agreement between the parties regarding wholesale purchases and supersedes prior discussions on the subject. We may update standard pricing and MOQs on notice as described in Section 2; other material amendments require written agreement of both parties. Neither party may assign this Agreement without the other's written consent, except that we may assign it in connection with a merger, acquisition, or sale of assets. If any provision is unenforceable, the rest of the Agreement remains in effect. Notices to us should be sent to info@healingbiologix.net; notices to you will be sent to the contact on file for your account.