(B2B Distribution Model – Professional & Biotech Skincare Products)

Welcome to Exocene International Limited (“Company”, “we”, “our”, or “us”).

These Terms & Conditions (“Terms”) govern access to and use of this Website and apply to all distributors, resellers, professional clients, and commercial partners.

By accessing this Website, you agree to be legally bound by these Terms.

1. B2B ONLY – NO DIRECT CONSUMER SALES

This Website and our Products are intended strictly for:

• Authorised distributors

• Licensed aesthetic clinics

• Professional salons

• Medical or aesthetic practitioners

• Approved commercial partners

We do not sell Products directly to consumers through this Website.

Nothing on this Website constitutes an offer to sell directly to retail end users.

2. AUTHORISED DISTRIBUTION MODEL

2.1 Distributor Appointment

Products are supplied exclusively through officially appointed distributors under separate written agreements.

No party may:

• Represent itself as an authorised distributor without written approval

• Repackage, relabel, or modify Products

• Alter authorised marketing claims

2.2 Territory & Regulatory Responsibility

Each distributor is solely responsible for:

• Local product registration (if required)

• Import permits and customs clearance

• Labelling compliance

• Advertising compliance

• Regulatory classification within their jurisdiction

Regulatory treatment of biotech-derived cosmetic ingredients may differ across Hong Kong, Singapore, the United Kingdom, the European Union, and other territories.

The Company does not warrant regulatory approval outside territories formally authorised.

3. PRODUCT CLASSIFICATION

Unless expressly stated otherwise in writing:

• Products are cosmetic products.

• Products are not pharmaceutical products.

• Products are not medical devices.

• Products are not approved therapeutic treatments.

All references to “repair”, “regeneration”, “rejuvenation”, or similar terms refer strictly to cosmetic appearance improvements.

No medical claims are made.

4. EXOSOME & ADVANCED BIOTECH INGREDIENT DISCLAIMER

Certain Products may contain advanced biotechnology-derived ingredients including, without limitation:

• Exosome-associated materials

• Conditioned media

• Bioactive peptides

• Growth factors

• Recombinant cosmetic compounds

These ingredients are formulated solely for cosmetic topical use unless expressly approved otherwise.

Products are not:

• Stem cell therapy

• Cellular therapy

• Regenerative medicine

• Injectable treatments

Distributors must not promote Products as medical, therapeutic, or regenerative medicine products unless expressly authorised in writing.

The Company disclaims liability arising from:

• Off-label promotion

• Regulatory misclassification

• Unlawful importation

• Unauthorised medical marketing

5. PROFESSIONAL USE ONLY

Certain Products may be designated:

• “Professional Use Only”

• “For Licensed Practitioner Application”

• “Clinic Protocol Required”

Professional purchasers acknowledge and agree that:

• They possess appropriate licensing and qualifications.

• They will conduct proper client consultation and informed consent.

• They will comply with applicable health and safety regulations.

• They assume full responsibility for application techniques.

The Company shall not be liable for:

• Improper application

• Combination with third-party devices

• Injection or invasive procedures unless expressly authorised

• Practitioner negligence

6. WEBSITE CONTENT DISCLAIMER

All content on this Website is provided for informational purposes only.

Nothing on this Website constitutes:

• Medical advice

• Clinical protocol

• Professional training certification

• Regulatory approval confirmation

Distributors must independently verify regulatory requirements in their operating territory.

7. INTELLECTUAL PROPERTY

All content on this Website, including:

• Brand names

• Logos

• Formulations

• Marketing materials

• Clinical summaries

• Images and graphics

remain the exclusive intellectual property of the Company.

Distributors and partners may not:

• Modify claims

• Translate materials without approval

• Create medical claims

• Reverse engineer Products

• Copy branding elements

8. LIMITATION OF LIABILITY

To the fullest extent permitted under the laws of Hong Kong, Singapore, and England & Wales:

The Company shall not be liable for:

• Indirect or consequential loss

• Loss of profits or revenue

• Business interruption

• Reputational damage

• Regulatory penalties arising from distributor conduct

• Claims arising from improper professional use

Total liability shall not exceed the value of Products supplied under the relevant commercial agreement.

Nothing excludes liability for fraud or liability which cannot be excluded by law.

9. INDEMNITY

Each distributor and professional purchaser agrees to indemnify and hold harmless the Company from any claims, losses, penalties, or regulatory actions arising from:

• Unauthorised marketing claims

• Medical misrepresentation

• Regulatory non-compliance in their jurisdiction

• Improper professional application

• Breach of applicable laws

10. DATA PROTECTION

Any personal data collected through this Website shall be processed in accordance with applicable data protection laws, including where applicable:

• Hong Kong Personal Data (Privacy) Ordinance (PDPO)

• Singapore Personal Data Protection Act (PDPA)

• UK GDPR and Data Protection Act 2018

Please refer to our Privacy Policy for further details.

11. FORCE MAJEURE

The Company shall not be liable for delay or failure resulting from events beyond reasonable control, including:

• Government or regulatory action

• Import/export restrictions

• Supply chain disruption

• Natural disasters

• Pandemic-related restrictions

12. GOVERNING LAW & DISPUTE RESOLUTION

These Terms shall be governed by the laws of:

Hong Kong SAR or Singapore (as designated by the Company).

Any dispute shall be resolved by arbitration under:

• HKIAC Rules (Hong Kong), or

• SIAC Rules (Singapore),

in the English language.

13. AMENDMENTS

We reserve the right to update these Terms at any time.

Revised versions will be published on this Website.

Continued access constitutes acceptance of revised Terms.

14. CONTACT

Synthera Nexus Group INC
1500 N Grant St Ste R, Denver, CO 80203, US
info@exocene.com