APPLY Read, Agree, Submit

1. Parties and Acceptance

This Agreement is between 5DGENX LLC, a Florida limited liability company ("5DGENX", "we", "us"), and the individual or entity applying to participate in the 5DGENX Ambassador Program ("Ambassador", "you"). By submitting the application on this page and checking the required consent boxes, you confirm that you have read this Agreement, that you accept it, and that you are at least 18 years of age and legally able to enter into it.

Participation begins only upon our written approval of your application. Submitting an application does not create an Ambassador relationship and approval is at our sole discretion.

2. What The Program Is

The Ambassador Program allows approved participants to refer prospective customers to 5DGENX using a unique tracking link, and to earn a commission on qualifying orders placed through that link. The Program is a referral arrangement only. It does not grant you any right to sell, resell, distribute, dispense, store, ship, or handle any 5DGENX product, or to provide any clinical service.

3. Commission

Approved Ambassadors earn a commission on each Qualifying Order at the rate assigned to the specific product purchased, as published in the Ambassador dashboard at the time of the order. Rates are set per product and average approximately nine percent (9%) of product value across the catalog. Rates are lower on certain products, including the highest priced programs, where product margin is narrower.

Product value excludes taxes, shipping, handling, processing fees, discounts, credits, and any amounts refunded. Company may adjust individual product rates in accordance with Section 15, and the rate in effect at the time an order is placed is the rate that applies to that order.

A Qualifying Order is an order that: (a) is placed by a customer who arrived through your active tracking link within the attribution window described in Section 4; (b) has been paid in full and the payment has cleared; (c) has been reviewed and approved by the supervising physician where physician review is required; and (d) has not been refunded, cancelled, charged back, or otherwise reversed.

Commission is not earned on your own purchases, on purchases by members of your household, or on orders you place on a customer's behalf.

4. Attribution

When a prospective customer arrives through your tracking link, a cookie is placed in their browser that attributes subsequent Qualifying Orders to you for 365 days from that visit. Attribution depends on that cookie remaining in place. If the customer clears their cookies, blocks cookies, or completes the purchase in a different browser or on a different device, attribution may be lost, and no commission is owed on an order our records do not attribute to you.

Where more than one Ambassador could be credited for the same order, the most recent qualifying referral is credited. Our tracking records are the authoritative record of attribution. We will review a specific order on reasonable request, but we do not credit orders that our records do not attribute to you.

5. Payment

Commission on Qualifying Orders is paid monthly, on Net 15 terms, meaning within fifteen (15) days after the end of the month in which the order qualified. You are responsible for providing accurate payment details and for keeping them current. Payments delayed or lost because of details you provided are not our responsibility.

If an order is refunded, cancelled, charged back, or declined after commission has been credited or paid, that commission is reversed and offset against your next payment. If no future payment is scheduled, the reversed amount may be invoiced to you.

6. Tax Responsibility

You are an independent party responsible for your own taxes. Commission is paid gross with no withholding. Where required, you must provide a completed and accurate tax form before payment can be issued, and we may withhold payment until we receive it. We may issue tax information returns as required by law.

7. Required Disclosure

You must clearly and conspicuously disclose that you receive compensation for referrals, in accordance with the FTC Endorsement Guides. The disclosure must appear wherever you share your link or promote 5DGENX, must be visible without the reader clicking or expanding anything, and must be understandable to an ordinary reader.

Disclosure buried in a bio, hidden behind a link, placed only in a comment, or written in ambiguous language does not satisfy this requirement.

8. Conduct Requirements

You agree that you will not, at any time:

• Promise, guarantee, or imply any specific medical outcome, result, cure, improvement, or timeline.
• State or imply that any 5DGENX therapy or product is approved by the FDA for the treatment of any disease or condition.
• Provide medical advice, diagnose any condition, recommend a dose or protocol, or advise any person to start, stop, or change a prescribed medication.
• Represent yourself as a physician, clinician, employee, agent, or clinical representative of 5DGENX, or as authorized to speak on our behalf.
• State or imply that a prospective customer's order will be approved, or that physician review is a formality.
• Market or promote any product or program into a jurisdiction where it is restricted, as identified in the partner materials we provide.
• Use spam, unsolicited bulk messaging, misleading claims, fabricated testimonials, undisclosed paid endorsements, or any deceptive practice.
• Bid on, register, or use 5DGENX trademarks, brand names, or confusingly similar variants in paid search, domain names, social handles, or app names.
• Create any website, page, profile, or account that could be mistaken for an official 5DGENX property.
• Offer unauthorized discounts, rebates, cash back, or incentives funded from your commission, or otherwise alter our published pricing.
• Represent 5DGENX in any way in connection with regulated professional activity for which you are not licensed.

Paid advertising of any kind, including paid search, paid social, display, native, retargeting, and influencer whitelisting, requires Company's prior written approval for each campaign. You must submit the platform, targeting, ad copy, and creative before launch, and approval of one campaign is not approval of any other. Running paid traffic without prior written approval is a material breach of this Agreement and grounds for immediate suspension under Section 14. The restrictions above on trademark bidding and on properties that could be mistaken for official Company properties apply to all paid activity and are not waived by any campaign approval.

9. Brand And Materials

We grant you a limited, non exclusive, revocable, non transferable license to use the 5DGENX name, logo, and approved marketing materials solely to promote the Program during the term of this Agreement. You may not modify our marks or materials, and you may not create derivative claims from them. All goodwill from your use belongs to us. This license ends immediately when this Agreement ends, at which point you must stop using our marks and remove our materials from your channels.

10. No Clinical Role

All clinical decisions rest solely with the supervising physician. Product eligibility, protocol selection, dosing, and approval or denial of any order are clinical determinations in which you have no role and over which you have no influence. You will not attempt to influence a clinical determination, and you will not present yourself to any prospective customer as able to do so.

You acknowledge that some orders will be declined, that outcomes vary by individual, that no clinical result is guaranteed, and that mesenchymal stem cell and exosome therapies are not FDA approved for the treatment of any specific disease in the United States.

11. Independent Status

You are an independent participant. Nothing in this Agreement creates an employment, agency, joint venture, franchise, or partnership relationship. You are not entitled to employee benefits, and you have no authority to bind us, incur obligations on our behalf, or make representations for us. You control your own methods, schedule, and expenses, and you bear your own costs of participation.

12. Privacy And Customer Information

You may not collect, store, request, or handle any prospective customer's health information, medical history, or protected health information for any purpose connected to this Program. Do not ask a prospect about their conditions, medications, or lab results. Direct all clinical and intake matters to us. Any customer information we make available to you is confidential, must be used only to administer your participation, and may not be sold, shared, exported, or retained after this Agreement ends.

13. Confidentiality

Non public information you receive through the Program, including commission structures, pricing arrangements, partner materials not published publicly, product roadmaps, and business plans, is confidential. You will not disclose it to any third party or use it for any purpose other than participating in the Program.

14. Term And Termination

This Agreement begins on the date we approve your application and continues until terminated. You may terminate at any time by notifying us in writing. We may terminate at any time, with or without cause, on notice to you.

We may suspend your participation and withhold payment immediately, without prior notice, if we reasonably believe you have breached Section 7, Section 8, Section 10, or Section 12, or if your activity exposes us to regulatory, legal, or reputational risk. On termination without breach, commission already earned on Qualifying Orders remains payable on the normal schedule. On termination for breach, we may forfeit unpaid commission associated with the breaching activity.

On termination for any reason, you must stop using your tracking link, stop using our marks, and remove our materials and any claim of affiliation from your channels.

15. Changes To The Program

We may modify the Program, including commission rates, attribution terms, payment schedules, eligible products, and conduct requirements, by posting an updated Agreement and notifying you. Changes take effect 30 days after notice. Continuing to use your tracking link after that date is acceptance of the updated Agreement. If you do not accept a change, your remedy is to terminate.

16. Disclaimer And Limitation Of Liability

The Program is provided as is. We make no representation, warranty, or guarantee regarding earnings, order volume, conversion rates, tracking availability, or continued operation of the Program. Any earnings figures shown in our materials are illustrative and are not projections or guarantees of income.

To the maximum extent permitted by law, we are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or lost opportunity, arising from the Program. Our total aggregate liability under this Agreement is limited to the total commission paid to you in the six months preceding the claim.

17. Indemnification

You will indemnify, defend, and hold harmless 5DGENX, its affiliates, officers, members, employees, and supervising clinicians from any claim, demand, loss, liability, penalty, or expense, including reasonable attorney fees, arising from: your statements or representations about 5DGENX, its products, or its programs; your breach of this Agreement; your failure to disclose the commercial relationship; your marketing methods or channels; or your violation of any law, regulation, or third party right.

18. Governing Law And Disputes

This Agreement is governed by the laws of the State of Florida, without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Miami-Dade County, Florida, administered under the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each Party bears its own costs and attorney fees unless the arbitrator determines otherwise. Each Party waives any right to bring or participate in a class, collective, consolidated, or representative action. Notwithstanding the foregoing, either Party may seek temporary or injunctive relief in a court of competent jurisdiction to protect its intellectual property, trademarks, or Confidential Information.

19. General

This Agreement is the entire agreement between us regarding the Program and supersedes any prior discussions or representations. You may not assign it without our written consent. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver of it. Sections 5, 6, 12, 13, 16, 17, and 18 survive termination.

20. Contact

Questions about this Agreement or the Program can be sent to [email protected].