Section 1. Overview and Acceptance of Terms

These Terms of Service (these "Terms" or this "Agreement") govern your access to and use of the website located at www.orizonbiologics.com (the "Website") and any related content, features, tools, and services made available by Orizon LLC ("Orizon," "we," "us," or "our") through the Website (collectively, the "Services").

Orizon LLC is a biologics company engaged in research, development, and clinical collaboration surrounding umbilical cord-derived biologic products. The Website is designed for professional and informational use by licensed medical professionals and is not intended for general consumer use.

By accessing or using the Website or Services, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, available at \1 (the "Privacy Policy"), which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you must not access or use the Website or Services.

We reserve the right to modify these Terms at any time. Changes will be posted to this page with an updated effective date, and for material changes we will provide notice in accordance with applicable law. Your continued use of the Website following the posting of any changes constitutes your acceptance of the revised Terms.

Section 2. Eligibility and Authorized Use

The Website and Services are intended solely for use by licensed medical professionals, including physicians, physician groups, clinics, and other authorized healthcare providers ("Authorized Users"). By accessing the Website, you represent and warrant that you are a licensed medical professional or an authorized representative of a licensed medical practice, clinic, or healthcare institution; that you are at least 18 years of age and have the legal capacity to enter into binding agreements; that your use of the Website and any products you obtain through Orizon will be in compliance with all applicable federal, state, and local laws and regulations; that all information you provide to us is accurate, current, and complete; and that you consent to our collection and verification of Know Your Customer ("KYC") information, including your professional license number, National Provider Identifier (NPI), DEA registration number where applicable, and institutional affiliation, as part of Orizon's customer onboarding and credential verification process.

The Website is not intended for and may not be used by individuals who do not meet the above eligibility criteria. We reserve the right to refuse access to or discontinue Services for any user at our sole discretion.

Section 3. Products and Product Information

3.1 Nature of Products

Orizon LLC is engaged in research, development, and clinical collaboration surrounding umbilical cord-derived biologic products, including UCT-MSCs, chondrocytes, neurocytes, and exosomes, for professional and scientific applications. All product descriptions, specifications, and scientific content published on the Website are provided for informational and professional reference purposes only.

3.2 Regulatory Status Notice

3.3 No Medical or Clinical Claims

Nothing on the Website constitutes a medical claim, clinical endorsement, or therapeutic recommendation. Orizon LLC does not represent that any product available through the Website has been approved by the FDA as a drug, biologic, or therapeutic agent. Furthermore, nothing in these Terms, and nothing in Orizon's provision of products, shipment documentation, case consultation, or any other communication, constitutes an endorsement by Orizon LLC of any particular treatment protocol, clinical approach, therapeutic use, or clinical outcome. Conversely, a practitioner's use of Orizon's products or consultation services does not constitute an endorsement by Orizon LLC of the practitioner's clinical decisions, techniques, or results.

3.4 Regulatory Compliance Responsibility

Authorized Users are solely responsible for ensuring that their procurement, handling, administration, and use of any products obtained through Orizon complies with all applicable federal and state laws and regulations, including without limitation FDA regulations governing HCT/Ps under 21 C.F.R. Part 1271, applicable state medical practice statutes, and any applicable institutional requirements. Orizon makes no representation regarding the regulatory status of any product for any specific therapeutic indication, and each Authorized User is solely responsible for determining whether procurement or use of any product is lawful under applicable law.

3.5 Product Changes and Availability

All product descriptions, specifications, and availability information on the Website are subject to change without notice at our sole discretion. We reserve the right to modify, suspend, or discontinue any product or product line at any time without liability to you. We may limit quantities available to any person, practice, geographic region, or jurisdiction on a case-by-case basis.

Section 4. Professional Inquiries and Ordering

4.1 Inquiry-Based Engagement

At present, product sourcing, pricing, and availability are facilitated through direct professional inquiry. Submission of an inquiry form or request through the Website does not constitute a binding purchase order, reservation of product, or commitment by Orizon to supply any product. No contract for the sale or distribution of products is formed until Orizon issues a written order confirmation to the Authorized User. All orders are subject to credential verification and, for new customers, advance payment as described in Section 4.5.

4.2 Practitioner Acknowledgment at Order and Receipt

As a condition of each order and shipment, the Authorized User or receiving practitioner will be required to provide a written acknowledgment, whether through a clickwrap confirmation at the time of purchase order or through shipment documentation accompanying each delivery, confirming that they have read and agree to the Product Handling, Use & Liability Disclaimer applicable to the products ordered, and that they are a licensed healthcare professional authorized to receive and administer allogeneic biologic products under applicable federal and state law. No order will be processed and no product will be shipped without such acknowledgment being obtained. Similarly, case consultation services are conditioned upon the practitioner's prior acknowledgment of the Clinical Guidance & Practitioner Responsibility Disclaimer, to be obtained through a clickwrap or e-signature format before any guidance is provided.

4.3 Future Online Ordering Capability

Orizon LLC is developing an online ordering system that will enable Authorized Users to submit purchase orders directly through the Website. When that functionality becomes available, additional terms governing the ordering process, pricing, payment, shipping, and returns will be presented to users at the time of purchase and will supplement these Terms. Until such functionality is activated, no binding purchase contract is formed through any call-to-action on the Website.

4.4 Order Acceptance

Orizon reserves the right to accept or decline any order or inquiry for any reason at its sole discretion, including based on product availability, licensing verification, geographic restrictions, or regulatory considerations. In the event we decline or modify an inquiry or order, we will endeavor to notify you using the contact information you provided.

4.5 Customer Onboarding and KYC Verification

Prior to establishing a business relationship with any Authorized User, Orizon conducts a Know Your Customer ("KYC") verification process to confirm professional credentials and eligibility. By submitting an inquiry or registering as a customer, you agree to provide accurate and complete KYC information, including your state medical license number, NPI, DEA registration where applicable, and practice or institutional affiliation. Orizon reserves the right to decline to establish a business relationship with any person who fails to provide satisfactory KYC information or whose credentials cannot be verified. Authorized Users agree to promptly notify Orizon of any material change to their licensing status or professional credentials.

4.6 Payment Terms and Advance Payment Requirement

All product orders are subject to Orizon's payment terms as communicated at the time of order. New customers, defined as Authorized Users who have not yet established an order history with Orizon, are required to submit payment in full in advance of shipment using a secure payment method approved by Orizon. Advance payment is required until a satisfactory business relationship and payment history have been established to Orizon's reasonable satisfaction. Orizon may, at its discretion, extend credit terms to established customers based on account history and creditworthiness. No product will be shipped until payment has been received and confirmed.

Section 5. Professional Use and Responsibility

Products made available by Orizon LLC are intended exclusively for use by licensed medical professionals within the scope of their professional authorization. By accessing the Website or obtaining products through Orizon, Authorized Users acknowledge and agree that they bear sole professional and legal responsibility for all clinical decisions made in connection with the use of biologic products, including decisions regarding patient suitability, dosage, administration, and follow-up care; that Orizon's role is limited to research, development, and distribution activities and does not encompass clinical guidance, medical supervision, or therapeutic recommendations; that products are not to be redistributed, resold, or transferred to any third party, including patients, other practitioners, or non-licensed entities, except as expressly authorized in writing by Orizon; and that each Authorized User will maintain all required licenses, permits, and institutional authorizations necessary for the lawful receipt, handling, and use of biologic products.

Section 6. Intellectual Property

The Website and all content, materials, and features available through the Services, including without limitation text, graphics, logos, images, scientific content, product descriptions, and the selection and arrangement thereof (collectively, "Content"), are owned by or licensed to Orizon LLC and are protected by applicable U.S. and international copyright, trademark, trade secret, and other intellectual property laws.

Subject to your compliance with these Terms, Orizon grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website and Content solely for your internal professional purposes as an Authorized User. This license does not permit you to reproduce, copy, distribute, publicly display, or create derivative works of any Content without Orizon's prior written consent; to use any Content for commercial purposes other than in connection with your licensed professional practice; to remove, obscure, or alter any copyright, trademark, or other proprietary notices; or to use automated tools, bots, scrapers, or similar technologies to access, collect, or index Content from the Website.

All rights not expressly granted herein are reserved by Orizon LLC. Orizon's name, logo, and product names are trademarks of Orizon LLC or its affiliates, and nothing in these Terms grants or shall be construed as granting any license to use Orizon's trademarks without prior written authorization.

Section 7. Feedback and Submissions

If you submit, transmit, or otherwise provide to Orizon any ideas, suggestions, feedback, product comments, or other information (collectively, "Feedback"), you grant Orizon a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, publish, distribute, and display such Feedback in any medium for any lawful business purpose, including to improve, evaluate, and promote the Services and products. You represent and warrant that you own or have all necessary rights in and to the Feedback; that the Feedback does not infringe any third-party intellectual property or other rights; and that the Feedback does not contain confidential information of any third party. Orizon is under no obligation to maintain Feedback in confidence, to pay compensation for Feedback, or to respond to or act upon any Feedback.

Section 8. Prohibited Uses

You may access and use the Website and Services only for lawful purposes consistent with these Terms. You agree not to use the Website or Services for any purpose that violates applicable federal, state, local, or international law or regulation, including laws governing the practice of medicine, the handling of biological materials, or healthcare fraud and abuse; to transmit false, misleading, or deceptive information, including misrepresentations regarding your professional licensure or credentials; to infringe or misappropriate the intellectual property rights of Orizon or any third party; to upload or transmit any virus, malware, or other malicious code; to collect, harvest, or scrape personal information of other users or third parties through the Website; to impersonate any person or entity or otherwise misrepresent your identity or affiliation; or in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use of the Website.

We reserve the right to suspend or terminate your access to the Website at any time, without notice, if we determine in our sole discretion that you have violated any provision of these Terms.

Section 9. Third-Party Links and Resources

The Website may contain hyperlinks to third-party websites, publications, or resources. Such links are provided for convenience and informational purposes only and do not constitute an endorsement by Orizon of the linked content, products, services, or the operators of those sites. Orizon has no control over and assumes no responsibility for the content, accuracy, privacy practices, or security of any third-party sites. If you access any third-party site from a link on our Website, you do so at your own risk and subject to the terms and conditions of that site.

Section 10. Privacy

All personal information collected through the Website and Services is governed by our Privacy Policy, available at \1 which is incorporated into these Terms by reference. By using the Website, you acknowledge that you have read and understood the Privacy Policy and consent to the collection, use, and disclosure of your personal information as described therein.

Section 11. SMS Communications

Orizon LLC may send SMS (text) messages to Authorized Users and professional contacts who have opted in to receive business-to-business communications. By providing your mobile telephone number and opting in, you consent to receive SMS messages from Orizon regarding products, sourcing opportunities, and professional updates. All SMS communications are transmitted in compliance with the Telephone Consumer Protection Act (47 U.S.C. § 227) and applicable Federal Communications Commission regulations. Standard message and data rates may apply. You may opt out at any time by replying STOP to any message. Full SMS terms are set forth in our Privacy Policy.

Section 12. Disclaimer of Warranties

The information and content published on the Website are provided for general professional and informational purposes only. Orizon does not warrant the accuracy, completeness, currency, or fitness for any particular purpose of any information on the Website, and reliance on any such information is at your sole risk.

Section 13. Limitation of Liability

Section 14. Indemnification

You agree to indemnify, defend, and hold harmless Orizon LLC and its affiliates, officers, directors, employees, agents, contractors, licensors, and service providers (collectively, "Indemnified Parties") from and against any losses, damages, liabilities, claims, actions, judgments, and expenses, including reasonable attorneys' fees, arising out of or relating to your breach of any provision of these Terms; your violation of any applicable law or regulation, including any law or regulation governing the practice of medicine, the handling of biological products, or patient care; your negligence, willful misconduct, or professional malpractice in connection with your use of any product obtained through Orizon; or any third-party claim arising from your use of the Website or Services or your misrepresentation of your qualifications or authorization.

Orizon will provide you with reasonable notice of any indemnifiable claim, provided that failure to provide timely notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure. Orizon reserves the right, at its own expense, to assume control of the defense of any claim subject to indemnification by you.

Section 15. Term and Termination

These Terms are effective as of the date you first access the Website and continue in effect until terminated. Orizon may terminate or suspend your access to the Website or Services at any time, with or without cause and with or without notice, without liability to you. You may discontinue use of the Website at any time.

Upon termination for any reason, the following provisions shall survive and continue to apply: Section 6 (Intellectual Property), Section 7 (Feedback and Submissions), Section 12 (Disclaimer of Warranties), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 17 (Governing Law and Dispute Resolution), and any other provisions that by their nature are intended to survive termination.

Section 16. Errors, Inaccuracies, and Omissions

The Website may from time to time contain typographical errors, inaccuracies, or omissions relating to product descriptions, specifications, pricing, availability, or other information. We reserve the right to correct any such errors, inaccuracies, or omissions and to update or change information at any time without prior notice. No information on the Website should be construed as a binding offer or representation regarding product specifications or availability.

Section 17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or your use of the Website shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.

17.2 Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Website, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute is not resolved within thirty (30) days of written notice by either party, either party may pursue available remedies in accordance with applicable law.

17.3 Jurisdiction and Venue

Subject to any applicable arbitration agreement, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah for the resolution of any dispute not subject to good faith resolution. You waive any objection to the jurisdiction and venue of such courts.

17.4 Waiver of Class Actions

To the fullest extent permitted by applicable law, you agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action, and you waive any right to participate in a class action or class arbitration.

Section 18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any additional terms presented at the time of a specific transaction or engagement, constitute the entire agreement between you and Orizon LLC with respect to the Website and Services and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

18.2 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions shall continue in full force and effect.

18.3 Waiver

No failure or delay by Orizon in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy, and a waiver of any provision in one instance shall not be deemed a waiver of that provision in any other instance.

18.4 Assignment

You may not assign, delegate, or transfer your rights or obligations under these Terms without the prior written consent of Orizon, and any purported assignment without such consent shall be null and void. Orizon may freely assign or transfer these Terms, in whole or in part, without your consent or prior notice, including in connection with a merger, acquisition, or sale of assets.

18.5 No Third-Party Beneficiaries

These Terms are for the benefit of Orizon and its Authorized Users only and do not create any third-party beneficiary rights.

18.6 Force Majeure

Orizon shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, regulatory intervention, supply chain disruption, or failure of third-party service providers.

18.7 Headings

Section headings in these Terms are included for convenience of reference only and shall not affect the interpretation or construction of these Terms.

Section 19. Contact Information

Questions about these Terms of Service should be directed to: