Sales Terms and Conditions

Only one (1) ordering account (“Account”) will be established per physical location. All orders must be placed during Standard Business Hours (Monday through Friday, 8:00 a.m. – 5:00 p.m. PST/PDT, excluding holidays). Standard order processing time is forty-eight (48) hours prior to shipment.

• Initial Account: A minimum opening order will be established based on Customer's anticipated volume and clinical scope. Details will be provided by Biogenomics' Sales Representative upon account qualification.
• Reorder Minimums: Following the opening order, Customer may place subsequent orders subject to volume-based tiering. Tiered discounts and minimums will be communicated in writing and updated annually or as determined by Biogenomics.
• Backbar/In-Office Use Limitation: Products purchased for Customer's exclusive in-office clinical use (not for resale) shall not exceed twenty-five percent (25%) of Customer's total quarterly order value. Such in-office products may not be resold.

Shipments are delivered Monday through Friday during Standard Business Hours. If Customer maintains non-standard office hours, Customer agrees to coordinate delivery logistics with Biogenomics' Sales Representative. Biogenomics shall not be liable for failed deliveries caused by Customer's failure to coordinate or be available during Standard Business Hours.

Customer has the right to inspect Biogenomics Products upon receipt. If Customer believes products are defective or damaged, Customer must contact Biogenomics immediately, but in no event later than seven (7) days from receipt. Customer agrees to:

• Preserve the affected products and packaging
• Provide written notice with detailed description of the claimed defect
• Furnish photographs and lot code references upon request
• Refrain from using or dispensing questionable products to patients

Failure to provide timely notice constitutes Customer's irrevocable acceptance of the products.

Returns are accepted only on products delivered in damaged or tampered condition within seven (7) days of purchase. Such qualified returns are eligible for full refund or credit to Customer's Account. All returns must be initiated within fourteen (14) days of the original order date.

A twenty percent (20%) restocking fee applies to all product returns. Customer is responsible for return shipping costs.

The sale, transfer, or shipment of any Biogenomics Product purchased domestically to locations outside the United States is strictly prohibited and constitutes a material breach of these Terms. Customer may not resell, distribute, or transfer Biogenomics Products to unauthorized third parties or international customers. Such unauthorized diversion will result in immediate account suspension and potential termination.

As a material condition of purchasing Biogenomics Products, Customer certifies that it holds all necessary professional licenses and credentials to dispense, administer, or recommend these products to patients. Customer agrees to:

• Follow all labeled directions, dosing, storage, and expiration date requirements
• Use products only within the scope of Customer's professional licensure
• Immediately report any adverse events or patient reactions to Biogenomics via phone, email, or online form
• Maintain comprehensive records of all product usage and patient outcomes

Customer shall comply with all federal, state, and local laws and regulations governing the use, marketing, and dispensing of skincare biologics and topical products, including FDA guidelines, state medical board regulations, and professional licensing requirements. Biogenomics may audit Customer's compliance upon reasonable notice.

Customer shall use only marketing materials provided or approved by Biogenomics (including brochures, digital assets, social media templates, and educational content). Customer shall not:

• Use clinical white papers, research data, or proprietary studies for marketing purposes without Biogenomics' explicit written authorization
• Modify, alter, or misrepresent any Biogenomics marketing collateral
• Make medical claims not expressly approved by Biogenomics and applicable law

Customer may not offer, sell, or list any Biogenomics Product on any online platform, marketplace, or e-commerce website, including but not limited to Amazon, eBay, Shopify, social media platforms, telehealth services, or private direct-to-consumer websites. Biogenomics Products are intended solely for in-office clinical dispensing and treatment.

If Biogenomics discovers unauthorized online sales by Customer, Biogenomics may:

• Immediately suspend Customer's Account pending investigation
• Terminate the Account and relationship without further notice
• Pursue all available legal remedies, including injunctive relief

Biogenomics Products are shipped via standard ground carrier service with standard delivery within two (2) business days to continental United States addresses (excluding Alaska and Hawaii).

Shipments to Alaska and Hawaii are not available under standard shipping terms and require prior written approval and custom logistics coordination.

Overnight and express shipping options are available upon request and will be billed to Customer's Account at actual carrier cost plus a handling fee. Customer must request expedited shipping at time of order.

Orders valued over certain amounts require signature confirmation upon delivery. Customer acknowledges that unsigned packages may be held at the carrier's facility and Customer must present valid photo identification for retrieval.

Customer may waive signature confirmation by written request to Biogenomics. If waived, Biogenomics assumes no liability for missing, lost, or misdelivered packages.

Customer must report any damaged packages within forty-eight (48) hours of delivery with photographic evidence of damage. Customer must report lost or misdelivered shipments within forty-eight (48) hours of the indicated delivery date. Failure to timely report excuses Biogenomics from any liability or replacement obligation.

Customer acknowledges that all Intellectual Property Rights in Biogenomics Products, including patents, trademarks (Genovia™, Volla™, Hixell®), trade secrets, formulations, manufacturing processes, research data, and proprietary methods are the sole and exclusive property of Biogenomics or its licensors.

Biogenomics grants Customer a non-exclusive, non-transferable, non-sublicensable license to use Biogenomics trademarks solely in connection with the clinical delivery and promotion of Biogenomics Products to qualified patients, in compliance with all applicable law.

Customer shall not, directly or indirectly:

• Challenge Biogenomics' ownership or rights in any trademark, patent, or proprietary information
• Attempt to reverse-engineer, replicate, or independently produce formulations similar to Biogenomics Products
• Register, file, or apply for trademark or patent protection for Biogenomics marks or confusingly similar marks
• Use Biogenomics' name, trademarks, or intellectual property in any manner that disparages, dilutes, or reflects negatively on the Biogenomics brand
• Alter, obscure, or remove proprietary notices, trademark symbols, or copyright markings from products or packaging
• Disclose, sell, or transfer Biogenomics' proprietary formulas, manufacturing data, or technical specifications to competitors or unauthorized parties

Upon termination of these Terms, Customer immediately ceases all use of Biogenomics' trademarks and intellectual property and removes all marketing materials from circulation.

During the course of business, Biogenomics may disclose confidential information regarding its formulations, manufacturing processes, pricing, customer lists, marketing strategies, clinical data, and proprietary methods (“Confidential Information”). Confidential Information excludes information that is publicly available through no breach by Customer, independently developed, or lawfully received from a third party without confidentiality restrictions.

Customer shall protect Biogenomics' Confidential Information with commercially reasonable care (at minimum, the same care Customer applies to its own confidential information) for three (3) years from disclosure. Customer shall not:

• Use Confidential Information for any purpose other than performing obligations under these Terms
• Disclose Confidential Information to any person except employees with a legitimate need to know
• Share Confidential Information with competitors or unauthorized third parties

Customer represents and warrants that:

• Customer is a duly organized, legally recognized healthcare entity (clinic, practice, hospital, or licensed provider) in good standing
• Customer is properly licensed and qualified to use, dispense, and administer Biogenomics Products
• Customer has not been subject to licensing board disciplinary action, license suspension, or revocation within the preceding twelve (12) months
• Customer has full authority to enter into these Terms and is not in material breach of any other agreements
• Customer is not excluded, debarred, or ineligible to participate in federal healthcare programs

Biogenomics represents and warrants that:

• Biogenomics is a duly organized business entity in good standing in Nevada
• Biogenomics has full authority to enter into these Terms and grant the licenses and rights herein
• Biogenomics' execution of these Terms does not breach any other agreement or obligation
• Biogenomics Products comply with all applicable FDA, state, and regulatory requirements as of the date of shipment

Each party represents that it is not currently excluded from federal healthcare programs and shall immediately notify the other party of any change in eligibility status.

These Terms remain in effect until modified or terminated by either party. Biogenomics may amend these Terms at any time upon thirty (30) days' written notice to Customer. Customer's continued purchase constitutes acceptance of amended Terms.

Biogenomics may terminate these Terms and cease selling to Customer by written notice:

• For Cause: If Customer materially breaches any provision (including violations of Section 3 (Online Sales), Section 2 (Compliance), Section 1.7 (Non-Diversion), or Section 8 (IP Rights)), and does not cure within ten (10) business days of written notice (or seven (7) days for violations of Sections 1.7, 2.1, 3, and 8, which are deemed non-curable).
• For Insolvency: If Customer becomes insolvent, files for bankruptcy, or becomes unable to pay debts as they become due.
• At Will:For any reason or no reason, with thirty (30) days' written notice.

Customer may terminate these Terms by written notice:

• For Cause:If Biogenomics materially breaches its obligations and does not cure within ten (10) business days of Customer's written notice.
• For Insolvency: If Biogenomics becomes insolvent or files for bankruptcy.

Upon termination, Customer shall:

• Immediately cease use of Biogenomics' trademarks and intellectual property
• Return or destroy all Confidential Information and proprietary materials
• Settle all outstanding invoices within thirty (30) days
• Cooperate with Biogenomics regarding transition of patient records and ongoing care

To the fullest extent permitted by law, Customer indemnifies, defends, and holds harmless Biogenomics, its officers, directors, agents, employees, and affiliates from all claims, damages, losses, costs (including reasonable attorneys' fees), judgments, and expenses arising from or related to:

• Customer's breach of these Terms
• Customer's misuse, mishandling, or improper administration of Biogenomics Products
• Customer's failure to comply with labeling, storage, or usage directions
• Patient claims, injuries, or adverse reactions resulting from Customer's clinical practice or product application
• Customer's violation of law or regulatory requirements

Except for indemnification obligations, intellectual property infringement, and breach of confidentiality, neither party shall be liable to the other for:

• Consequential, indirect, incidental, special, punitive, or exemplary damages
• Lost profits, lost revenues, or diminution in value
• Damages arising out of any breach of these Terms, regardless of foreseeability or legal theory (contract, tort, negligence, or otherwise)

Biogenomics' total cumulative liability to Customer shall not exceed the total amount paid by Customer to Biogenomics in the six (6) months preceding the claim date.

• Location: Clark County, Nevada (or as mutually agreed)
• Arbitrator: Single neutral arbitrator selected per AAA procedures
• Costs: Each party bears its own costs; arbitration administrative fees and arbitrator compensation are shared equally
• Finality:The arbitrator's decision is final and binding; judgment may be entered in any court of competent jurisdiction
• Equitable Relief: Either party may seek temporary restraining orders, injunctions, or other provisional remedies from a court of competent jurisdiction pending arbitration

This arbitration clause does not preclude either party from seeking equitable relief (injunction, specific performance, temporary restraining order) in a court of law for breaches involving intellectual property, confidentiality, non-diversion, or non-competition obligations.

These Terms, including all exhibits and attachments, shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflicts of law principles.

Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada for any action not subject to arbitration. Each party waives any objection to venue and any claim of inconvenient forum.