Terms of Service

1. Acceptance of Terms

By accessing or using Factor EX Medical's website (factorexmedical.com), submitting provider inquiries, or purchasing products, you ("Provider," "you," or "your") agree to be bound by these Terms of Service ("Terms").

These Terms constitute a legally binding agreement between you and Factor EX Medical ("we," "us," or "our"). If you do not agree to these Terms, you may not access or use our services.

2. Eligibility and Professional Requirements

2.1 Healthcare Professional Only

Our products and services are intended exclusively for licensed healthcare professionals, including:

• Physicians (MD, DO)
• Nurse Practitioners (NP)
• Physician Assistants (PA)
• Other qualified healthcare providers with appropriate licensing and scope of practice

2.2 Credential Verification

To become an authorized provider, you must provide accurate professional credentials, including:

• Valid medical license number(s)
• National Provider Identifier (NPI) number
• DEA number (if applicable)
• Practice information and professional liability insurance

Factor EX Medical reserves the right to verify credentials and deny or terminate access to any provider who fails verification or provides false information.

3. Products and Intended Use

3.1 Product Description

Factor EX Medical provides Wharton's Jelly-derived exosome products for professional topical applications. Our products are available in two formulations:

• Factor EX Gold (6 billion exosomes)
• Factor EX Silver (3 billion exosomes)

3.2 Regulatory Status and Labeling

Our products are intended for topical use. Healthcare providers are solely responsible for determining appropriate uses within their scope of practice and in compliance with applicable regulations.

3.3 Professional Responsibility

All product use must be in accordance with:

• Current standard of care and evidence-based practices
• Your professional training, licensing, and scope of practice
• All applicable federal, state, and local regulations
• Product instructions for use and safety information

3.4 No Medical Advice

Information on our website is for informational purposes only and does not constitute medical advice, diagnosis, or treatment recommendations. Healthcare providers are solely responsible for all treatment decisions and patient care.

4. Ordering and Sales Process

4.1 Sales Representative Model

Factor EX Medical products are sold through our network of independent sales representatives. Website inquiries submitted through "Become a Provider" forms will be directed to the representative serving your geographic area.

4.2 Order Acceptance

All orders are subject to acceptance by Factor EX Medical. We reserve the right to refuse or cancel any order for any reason, including:

• Product unavailability
• Pricing errors
• Failure to meet eligibility requirements
• Suspected fraud or unauthorized transactions

4.3 Pricing and Payment

• Prices are subject to change without notice
• Payment terms will be established with your sales representative
• All prices are in U.S. dollars unless otherwise specified
• Applicable taxes and shipping charges will be added to order totals

5. Shipping and Delivery

5.1 Shipping Methods

Products are shipped via approved carriers that maintain appropriate chain of custody and temperature control (when required).

5.2 Delivery and Inspection

Risk of loss transfers to you upon delivery. You are responsible for:

• Inspecting products immediately upon receipt
• Proper storage per product specifications
• Reporting any damage or discrepancies within 24 hours of receipt

5.3 Returns and Refunds

Due to the nature of these products, returns are generally not accepted. Exceptions may be made for:

• Products damaged during shipping (with photographic evidence submitted within 24 hours)
• Incorrect products shipped
• Defective products (subject to investigation)

6. Product Warranties and Disclaimers

6.1 Limited Warranty

Factor EX Medical warrants that products will conform to specifications at the time of delivery when properly stored and handled according to product instructions. This warranty is limited to product replacement or refund at our sole discretion.

6.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED ABOVE, PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6.3 No Warranty of Clinical Results

We make no warranty regarding treatment outcomes, patient results, or clinical efficacy. Healthcare providers are solely responsible for patient selection, informed consent, treatment decisions, and all aspects of patient care.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Factor EX Medical's total liability shall not exceed the amount paid for the specific product giving rise to the claim
• We shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages
• We shall not be liable for lost profits, revenue, data, business opportunities, or reputational harm
• Healthcare providers assume all liability for patient care, treatment decisions, and clinical outcomes

8. Indemnification

You agree to indemnify, defend, and hold harmless Factor EX Medical, its officers, directors, employees, sales representatives, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of our products or services
• Your violation of these Terms
• Your violation of any laws, regulations, or professional standards
• Any patient care, treatment decisions, or clinical outcomes
• Infringement of any third-party rights
• False or misleading information provided to us

9. Professional Responsibilities

9.1 Licensing and Credentials

You are responsible for:

• Maintaining all required professional licenses and certifications
• Ensuring all credentials remain current and in good standing
• Notifying us immediately of any license suspension, revocation, or restriction
• Maintaining appropriate professional liability insurance

9.2 Patient Care Standards

• Obtaining informed consent from patients for all procedures
• Following scope of practice and standard of care guidelines
• Proper product storage, handling, and administration
• Accurate documentation and medical record-keeping
• Appropriate patient screening and contraindication assessment

9.3 Adverse Event Reporting

Healthcare providers must promptly report any adverse events, product concerns, or quality issues to Factor EX Medical. Contact your sales representative or email info@factorexmedical.com immediately.

10. Intellectual Property

10.1 Ownership

All content, trademarks, logos, product names, and intellectual property on our website and in our materials remain the exclusive property of Factor EX Medical.

10.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to access and use our website and materials solely for professional purposes related to evaluating or using our products. You may not:

• Reproduce, distribute, or publicly display our materials without permission
• Modify or create derivative works
• Use our trademarks, logos, or product names without written authorization
• Reverse engineer or attempt to extract source code from our website

11. Term and Termination

11.1 Term

These Terms remain in effect while you access our website or use our products and services.

11.2 Termination

We may suspend or terminate your access immediately without notice for:

• Violation of these Terms
• Fraudulent or illegal activity
• Loss, suspension, or revocation of professional license
• Failure to pay amounts due
• Adverse event patterns or quality concerns
• Any reason at our sole discretion

11.3 Effect of Termination

Upon termination, you must immediately cease using our products and services. Provisions regarding warranties, disclaimers, liability limitations, indemnification, and dispute resolution survive termination.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles.

12.2 Arbitration

Any disputes arising from these Terms or your use of our products shall be resolved through binding arbitration in accordance with the American Arbitration Association Commercial Arbitration Rules. The arbitration shall be conducted in New York.

12.3 Exceptions to Arbitration

Either party may seek injunctive relief in court for intellectual property infringement, breach of confidentiality, or violation of professional standards.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any executed agreements with sales representatives, constitute the entire agreement between you and Factor EX Medical.

13.2 Amendments

We may modify these Terms at any time by posting updated terms on our website. Continued use after changes constitutes acceptance of the modified Terms.

13.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

13.4 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations at any time.

13.5 Independent Contractors

Our sales representatives are independent contractors. Factor EX Medical is not responsible for the acts or omissions of individual sales representatives beyond the scope of product sales.

14. Contact Information

For questions regarding these Terms of Service, please contact:

15. Acknowledgment

BY ACCESSING OR USING FACTOR EX MEDICAL'S WEBSITE, PRODUCTS, OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.