Terms of service

TERMS AND CONDITIONS ADDENDUM TO CUSTOMER PURCHASE AGREEMENT BETWEEN CUSTOMER AND COMPANY

This Terms and Conditions Addendum to Customer Purchase Agreement between Customer and Company (this “Addendum”) is incorporated into the Customer Purchase Agreement governing the purchase of Products from Company by Customer (and any order form, statement of work, purchase order, or other ordering document issued thereunder). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Customer Purchase Agreement.

As further set forth below, Company reserves the right to amend the terms of this Addendum at any time. Accordingly, Customer is directed to review the terms of this Addendum carefully, as they govern each party’s respective rights and responsibilities with respect to the purchase and care for the Products.

The parties agree as follows:

I. Purchase Restrictions

All sales and purchases under the Customer Purchase Agreement are final and non-refundable. Company grants no right of return to Customer for any purchased Products or other items. Due to continuing Products improvements, prices and specifications set forth in the Customer Purchase Agreement are subject to change without prior notice (to the maximum extent permitted under applicable law). 

Any payments under the Customer Purchase Agreement which are past due shall accrue interest on the unpaid amount at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the highest rate permitted under applicable law. In addition, and without prejudice to any other remedy available to Company, Customer shall reimburse Company for its reasonable costs and expenses incurred in any effort to collect payments under the Customer Purchase Agreement which are past due.

II. General Terms

FOB Origin. With respect to the Products and any other items purchased under the Customer Purchase Agreement, Customer assumes title and control of the goods the moment the carrier signs the bill of lading. Customer assumes all risk of loss during transportation and is responsible for filing claims for such loss or damage, and is responsible to obtain insurance for coverage of any claims for loss or damage which may occur during transportation.

Customer Responsibility for Products, Results and Care. Company makes no representations or warranties regarding compliance with federal, state, or local laws, rules, or regulations, or medical or treatment guidelines that might apply to the sale, use, or operation of the Products. Company is not providing medical care, assistance, or advice to Customer or its patients or clients. Nothing herein or in the Customer Purchase Agreement shall be construed as any substitute for the advice or analysis of any medical professional. Customer has the sole responsibility for the supervision and provision of any medical and/or surgical case or other procedures performed through, in conjunction with, or by the use in any way, of the Products. Customer agrees to indemnify, defend, protect, and hold Company, its affiliates, and its and their respective employees, officers, contractors, agents, successors, and assigns (collectively, “Indemnitees”) free and harmless from and against any and all claims, loss, or liability (including but not limited to costs, damages, demands, debts, expenses, and reasonable attorney’s fees and costs) that may arise through any claims for bodily injury, personal harm, death, or other damage, including but not limited to any action, claim, or cause of action brought by any governmental entity, body, or enforcement agency arising out of the use or operation of the Products.

Appointment. Seller agrees to sell and Buyer agrees to purchase Products solely for administration by Buyer’s licensed clinicians to Buyer’s patients in the ordinary course of medical practice. 

No Resale/No Diversion. Buyer shall not resell, export, transfer, consign, or otherwise divert Products to third parties (including other providers) without Seller’s prior written consent. 

No Direct-to-Consumer Claims. Buyer shall not make any claims to patients or the public that are inconsistent with the Product’s approved/authorized labeling or permitted scope of use under Applicable Law. Customer shall not make claims that are false, misleading, or inconsistent with Product labeling/authorized communications. Customer shall not make use of Company’s trademarks or make public references without prior written approval.

Company Limitation of Liability. Customer understands and agrees Company’s liability in any claim brought in relation to the subject matter of the Customer Purchase Agreement shall not under any circumstances exceed the amount of the unit price stated in the Customer Purchase Agreement for the Products or item giving rise to said claim (or paid by Customer to Company, if different, whichever is the lower amount). Customer further understands that Customer alone shall be fully liable for all indirect, special, incidental, consequential, and/or exemplary damages related to Customer’s use, operation, maintenance and handling of the Products, including but not limited to incidental or consequential damages for injury to person or property, lost profits, lost sales, or any other incidental or consequential loss, whether foreseeable or not, and whether related to any actions or conduct by Customer, or Customer’s staff, assistants, contractors, or employees.

Products Restrictions and Purchase Authority. Federal, state, or local law may restrict the sale of the Products to or at the order of a physician, healthcare professional, dentist, or other practitioner licensed in the state, territory, municipality, or other jurisdiction in which the Products is used or ordered. Customer warrants and represents that Customer is either (a) a practitioner licensed by the law of the state in which the Customer practices to use, or order the use of, the Products (an “Authorized Practitioner”), or (b) purchasing the Products pursuant to a prescription or other order issued by an Authorized Practitioner with appropriate and applicable licensing for use of the Products in Customer’s state. Customer is solely responsible for knowing the licensing requirements by any applicable state or federal governing board or regulatory body with regard to the ownership, operation, and use of the Products, including all procedures performed with the Products, in the state in which the Products will be used. Customer warrants and represents that Customer has had the opportunity to investigate such requirements, as well as the opportunity to consult with legal counsel or independent advisers on these matters, and is choosing to purchase the Products based upon Customer’s own judgment, research, and/or advice. No communication (written or oral) that the Customer has received from Company, its parents, employees, principals, or agents shall be deemed to be an assurance or guarantee that Customer or anyone in Customer’s practice can legally use the Products, and Customer is not relying on any such communication in choosing to purchase the Products. Customer will ensure that, when necessary, the Products will only be prescribed or utilized under proper supervision or at the required direction of a medical or health care practitioner in accordance with all applicable laws, rules, and regulations. Customer accepts sole responsibility for ensuring that any provider of the Products is licensed and qualified to use and provide the Products safely and properly in a clinical setting and to perform medical procedures in accordance with all laws, rules, regulations, and guidelines (including without limitation industry self-regulatory guidelines) applicable to the Products in the state in which the Products will be used. Customer will defend, indemnify, and hold Company and its Indemnitees harmless against any and all claims, actions, or liability of any kind related to Customer’s purchase, or the operator’s use, of the Products, caused by or related to licensing requirements, prescriptive authority, or legal ability to operate the Products under any state, federal, or industry self-regulatory board rules, regulations, or guidelines, and any personal injury action, damage, or claim brought by any person, company, representative, heir, or party. Company does not, and cannot, control or direct the practice of medicine. Clinical decisions rest solely with Customer’s licensed professionals.

Storage and Handling. Customer shall store Products strictly per Seller’s written instructions (Storage & Handling Requirements). Only trained personnel may handle Products; aseptic technique and validated thawing/activation procedures must be followed. Customer shall use Products only as permitted by their regulatory status and labeling/protocols.

Chain of Custody/Traceability. Each shipment will include or reference the lot documentation and any applicable donor screening/testing summaries or protocol documents. Customer shall maintain complete records linking each administered unit to patient, lot/batch, storage conditions, and administration date for not less than [10] years (or longer if required by law). Upon reasonable notice, Customer shall provide de-identified traceability records to Company for complaint, safety, or recall investigations.

Administration Compliance. Seller represents it maintains applicable registrations and complies as applicable to the Product’s Regulatory Status. Customer represents that all clinicians administering Products are duly licensed and that Customer will obtain informed consent, maintain medical records, and comply with medical practice acts, facility requirements, and all State and Federal requirements governing the same.

No Assignment. Except as otherwise permitted by the Customer Purchase Agreement or as agreed by Customer and Company in writing, the Customer Purchase Agreement is not transferable or assignable by Customer.

Third Party Products. To the extent that Customer purchases certain products from third parties, whether or not any such products are procured or ordered by Company on behalf of Customer, the terms and conditions of such third party covering such products shall be applicable to and controlling on Customer. Any such third-party products ordered through Company shall be sold to Customer directly from the applicable third party, and Customer’s sole and exclusive warranty and remedies with respect to such products or equipment (if any) shall be set forth in Customer’s agreement with the applicable third party.

Confidentiality. Customer shall not disclose Company’s non-public business, technical, pricing, trade secrets, and clinical support information (“Confidential Information”). The Customer will use Confidential Information solely to perform the terms of this Agreement and protect the Confidential Information using no less than reasonable care, for five (5) years after disclosure (and trade secrets for so long as they remain trade secrets). All intellectual property in or relating to the Products, their manufacture, and Company materials remains the exclusive property of Company. No license is granted except as expressly stated.

Termination of Use. Customer acknowledges that its use of the Products is subject to compliance with the usage and other requirements described in the Customer Purchase Agreement (including, without limitation, the “Products Restrictions” provision above). Customer’s authorization to operate the Products and any license granted to Customer will terminate automatically in the event Customer fails to comply with such requirements. 

Company’s Additional Remedies. In the event of any breach by Customer of the terms of the Customer Purchase Agreement (including without limitation this Addendum), in addition and without prejudice to any other remedies available to Company under applicable law, Customer expressly agrees that Company will have the right to (i) refuse to sell any additional Products or associated items to the Customer, including but not limited to supplies and consumables; and/or (ii) withhold or delay delivery of any purchased Products or associated items to the Customer, including but not limited to supplies and consumables, until such time as Customer has cured said breach in full.

Attorneys’ Fees and Costs. In the event Customer or Company brings any suit, action, or other legal proceeding (including arbitration) relating to the subject matter, interpretation, or enforcement of the Customer Purchase Agreement (including without limitation this Addendum), the prevailing party (as determined by the court or agency before which suit, action, or legal proceeding is commenced) shall, in addition to such other relief as may be awarded, be entitled to recover reasonable attorneys’ fees, expert witness fees, statutory and non-statutory expenses, costs of suit, and investigation fees incurred (including, without limitation, reasonable attorneys’ fees, expert witness fees, expenses and costs incurred in appellate proceedings, in establishing the right to indemnification, or in any action or participation in, or in connection with, any case or proceeding under Chapter 7, 11, or 13 of the Bankruptcy Code, 11 U.S.C. 101 et seq. or any successor statutes).

Venue and Choice of Law for All Disputes. Customer agrees that in the event there is any dispute arising out of or relating to the Customer Purchase Agreement and/or this Addendum, the venue for any such dispute shall be within the State of Washington, which shall have sole and exclusive jurisdiction for any dispute. The Customer Purchase Agreement and this Addendum shall be governed by and construed according to the laws of the State of Washington, without regard to conflict of law principles thereunder.

Integration Clause. This Addendum and the Customer Purchase Agreement comprise the entire agreement and all of the terms of the agreement between the Customer and the Company governing their subject matter, and no other term, provision, or arrangement may be considered, written or oral.

Amendment. Please note that Company reserves the right to change the terms and conditions of this Amendment at any time by posting a revised set of terms to this location, or by mailing and/or emailing notice thereof to Customer (or such other method as may be required or permitted by applicable law). Customer expressly agrees to comply with the then-current version of the Addendum at all times during the term of the Customer Purchase Agreement.

Force Majeure. Neither Party is liable for delays or failures (other than payment obligations) due to events beyond its reasonable control, including acts of God, labor disputes, epidemics, regulatory actions, or transport failures; provided it uses commercially reasonable efforts to mitigate.

Notices. All notices must be in writing and delivered to the addresses first listed above (or as updated by notice) by personal delivery, certified mail (return receipt), or reputable overnight courier, effective upon receipt.

III. Warranty Information

Products Warranty. (a) Company warrants to Customer, as the original purchaser of the Products (except for consumables and accessories), that the Products materially complies with the requirements of the Customer Purchase Agreement and the specifications set forth in the Products documentation provided by Company. The foregoing warranty will terminate when Customer assumes title and control of the goods the moment the carrier signs the bill of lading. Due to the fragile nature of the Products, Customer shall within forty-eight hours (48) days notify Company of any claim of a Product’s noncompliance with the foregoing warranty. Following Company’s receipt of such notification and confirmation of the noncompliance, Company shall, at its option and discretion, replace the Products at no additional cost to Customer (with such replacement to be shipped in accordance with the terms of this Addendum), or refund the purchase price and terminate the Sales Agreement. This warranty will become immediately and automatically void and unenforceable if Customer improperly uses, operates, transports, maintains, or alters the Products, or permits or otherwise facilitates any third party’s performance of the same, including without limitation in any attempt to repair, replace, or otherwise remediate the affected Products independently from Company.

No express or implied warranties are made by way of this Addendum other than as stated herein, and Customer acknowledges that any additional warranty coverage provided by Company must be memorialized in a writing from the Company whether it is for goods, products, or services.

THE FOREGOING WARRANTIES WITH RESPECT TO THE PRODUCTS ARE THE SOLE AND EXCLUSIVE WARRANTY OBLIGATIONS OF COMPANY. THERE ARE NO OTHER AGREEMENTS, GUARANTEES, OR WARRANTIES, ORAL, WRITTEN, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY COMPANY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. COMPANY SHALL NOT BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES DUE TO ANY CAUSE, WHATSOEVER, EVEN IF ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. THE CUSTOMER AGREES THAT COMPANY’S LIABILITY IS SO LIMITED.

Limitation on Return of Products or Goods. Company may at its option and discretion elect to coordinate the return of Products or other items as part of the warranty remediation procedure set forth under this Section and any other warranty documentation provide to the Customer. Customer acknowledges that no Product that is damaged, altered, improperly maintained, or used in a manner for which it was not intended or designed will be accepted by Company upon return shipment without prior approval from Company’s Customer Care Department. No returns will be accepted without the appropriate documentation.

BioRegen Wellness – SMS Terms & Conditions

Effective Date: 16/06/2025

Why We Send Texts We share timely updates, promotions, and account notices. We use SMS so you stay in control of your health journey.

How Often We Text Up to 4 messages per month. Message frequency may vary with your activity.

Opt‑In Consent You give express permission when you: • Tick the unchecked box that reads: "I agree to receive recurring SMS messages from BioRegen Wellness for updates, promotions, and account information." • Click “Create Account.”

Message Cost Standard message and data rates apply. No extra fees from BioRegen.

Opt‑Out Reply STOP to end texts at any time. We will confirm your choice in a final message.

Help Reply HELP for quick assistance. Contact us at info@bioregenwellness.com.

Privacy & Data Use We respect your privacy. Read our full Privacy Policy here: [Insert Link]. Review our Terms of Service here: [Insert Link].

Your Responsibilities Keep your mobile number current in your account settings. Notify us if you change or deactivate your number.

No Purchase Required You do not need to buy any products to receive texts.

Carrier Liability Carriers are not liable for delayed or undelivered messages.

Changes To This Policy We may update this page. If we change material terms, we will notify you by text or email.

Questions Email info@bioregenwellness.com.

Checkbox Language For Your Registration Page ☐ I agree to receive recurring SMS messages from BioRegen Wellness for updates, promotions, and account‑related information. Message and data rates may apply. Reply STOP to cancel, HELP for help. View our Privacy Policy and Terms of Service.