TERMS OF SERVICE AND USE AGREEMENT

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1. BINDING AGREEMENT & MATERIAL B2B REPRESENTATION

• 1.1 Conditional Offer of Sale (Merchant Status): This Agreement constitutes a legally binding contract between Peptide Systems, LLC (“Company”) and the Purchaser. Company is a specialized chemical supplier that operates exclusively in a Business-to-Business (B2B) capacity. Company's offer to sell is strictly conditional upon Purchaser’s status as a professional research entity. Both parties acknowledge they are "Merchants" as defined by the California Uniform Commercial Code (UCC).

• 1.2 Warranty of Authority: The individual executing this Agreement on behalf of the Purchaser represents and warrants that they possess the full legal authority to bind the Purchaser entity to these Terms. Any unauthorized attempt to bind an entity constitutes a personal warranty by the individual of the truth of all representations made herein.

• 1.3 Material Representation & Sophisticated User Status: Purchaser warrants that they are a Sophisticated Commercial or Institutional Entity (e.g., a Laboratory, University, or Research Firm). Purchaser agrees that providing an "Institution Name" during checkout is a sworn material representation of fact upon which Company relies. Purchaser represents they have the internal expertise to independently evaluate the safety, legality, and handling requirements of the products.

• 1.4 Estoppel and Waiver of Consumer Protections: By affirming Merchant and B2B status, Purchaser is equitably estopped from later claiming the protections afforded to "consumers" under state or federal law (including but not limited to the CCPA and FTC consumer rules). Purchaser expressly waives all rights to "cooling-off" periods, consumer-specific implied warranties, or statutory protections intended for private individuals.

• 1.5 Inducement, Fraud, and Remedies: Purchaser acknowledges that Company would not enter into this transaction but for the Purchaser's representation of professional B2B status. Any attempt to purchase for personal use constitutes fraud in the inducement. In the event of such misrepresentation, Purchaser agrees to be liable for all compensatory damages, including the Company’s legal fees and any costs associated with regulatory inquiries resulting from Purchaser's breach.

 

 

2. MANDATORY RESEARCH USE ONLY (RUO) & SAFETY DATA

• 2.1 Absolute Limitation of Use (Non-Clinical Warranty): All products are strictly for IN-VITRO LABORATORY RESEARCH USE ONLY. Purchaser warrants that no products will be used for human or animal applications, including but not limited to: clinical trials, diagnostics, therapeutic use, or any form of ingestion, injection, or topical application. Use in any "field," "lifestyle," or "clinical" setting is a material violation of this Agreement.

• 2.2 Expert User Doctrine & Professional Facilities: Purchaser warrants they are a Sophisticated Expert User possessing the technical expertise and Certified Laboratory Facilities (including appropriate biosafety levels) to handle, store, and dispose of hazardous chemicals. Company is a raw material supplier only; it is not a compounding pharmacy, medical provider, or clinical consultant. Company provides no guidance on the suitability, safety, or efficacy of these materials for the Purchaser's specific experimental design.

• 2.3 Affirmative Duty of Hazard Assessment: Purchaser warrants they have independent access to, and have thoroughly reviewed, the Safety Data Sheets (SDS) and recognized scientific literature. Purchaser acknowledges that the toxicological, physiological, mutagenic, and lethal properties of these materials have not been investigated. Purchaser assumes the Affirmative Duty to conduct a comprehensive risk assessment prior to any laboratory use and to adequately train all personnel on these unknown hazards.

• 2.4 Total Release & Covenant Not to Sue: Purchaser acknowledges these substances are "Uninvestigated Chemicals" with potentially catastrophic unknown hazards. Purchaser assumes total, exclusive, and irrevocable liability for any injuries, deaths, or regulatory penalties. Purchaser hereby enters into a perpetual Covenant Not to Sue and fully releases the Company from any "Duty to Warn" regarding the biochemical properties of the products, acknowledging that the Purchaser is in the best position to evaluate such risks within their specific research environment.

 

3. THE "MEDIA & CONTENT" ANTI-RELIANCE AND FULL INTEGRATION CLAUSE

• 3.1 Fully Integrated Agreement (Parol Evidence Lockdown): This Agreement constitutes the entire, final, and exclusive expression of the agreement between Company and Purchaser. It is a fully integrated document. Under the Parol Evidence Rule, no prior or contemporaneous marketing materials, YouTube videos, or social media Content shall be admissible in any legal proceeding to vary, contradict, or supplement the strict "Research Use Only" terms of this Agreement.

• 3.2 Disclaimer of Speculative and Artistic Media: Company produces various media (collectively, "Digital Content"). Purchaser acknowledges that Digital Content is provided solely for theoretical academic discussion and artistic illustration. Digital Content is not technical data, not a "Label" for the product, and does not constitute "Instructions for Use" under any regulatory framework.

• 3.3 No Implied Warranties & Duty of Independent Verification: Digital Content does not constitute clinical guidance, dosing, or reconstitution protocols. The depiction of any biochemical mechanism is speculative and non-validated. Purchaser warrants they have a non-delegable duty to independently verify all scientific data through primary peer-reviewed literature. Purchaser expressly represents they have not relied upon any Digital Content in their decision to purchase.

• 3.4 Waiver of Marketing-Based Claims (Anti-Estoppel): Purchaser hereby irrevocably waives and releases any claims arising from the interpretation or "misinterpretation" of Digital Content. Purchaser agrees that the Company is not estopped from enforcing the "Research Use Only" status of its products by any imagery or theories presented in its media.

• 3.5 Superseding Cause: Purchaser acknowledges that any laboratory application based on Digital Content rather than professional expertise constitutes a superseding and intervening cause of any resulting harm, for which the Purchaser assumes 100% of the legal and safety liability.

 

 

4. INDEPENDENT TECHNICAL OUTSOURCING: PEPTIDE CONSORTIUM

• 4.1 Structural Separation of Functions: Purchaser acknowledges that Peptide Systems, LLC is exclusively a Commercial Raw Material Supplier and is prohibited from providing laboratory protocols, reconstitution guidelines, or technical consulting. To maintain strict regulatory compliance and the Separation of Functions, all technical data management is performed by an independent third-party entity, Peptide Consortium.

• 4.2 Purchaser-Mandated Data Transfer: By completing this transaction, Purchaser affirmatively requests, directs, and authorizes the Company to facilitate the one-time transfer of Purchaser’s order metadata to Peptide Consortium. Purchaser acknowledges this transfer is for the sole purpose of receiving independent safety and stability data (Supplementary Technical Data Sheets or "STDS") and that the Company would not otherwise share this data.

• 4.3 No Agency or Alter Ego Relationship: Purchaser acknowledges that Peptide Systems, LLC and Peptide Consortium are independent legal entities operating at "arm’s length." No agency, partnership, joint venture, "alter ego," or "unity of interest" relationship exists. Company exerts zero editorial control or oversight over the Consortium's communications.

• 4.4 Disclaimer of Third-Party Accuracy: Company expressly disclaims any responsibility for the accuracy, legality, or scientific validity of the information provided by Peptide Consortium. Purchaser warrants they will subject all third-party technical data to their own independent professional verification before laboratory use.

• 4.5 Total Release & Indemnification for Third-Party Content: Purchaser hereby irrevocably releases and holds harmless the Company from any claims, regulatory actions, or liabilities arising from the content or delivery of communications from Peptide Consortium. Purchaser agrees that any dispute regarding technical data shall be directed exclusively to the Consortium and shall not involve the Company.

 

 

5. ALLOCATION OF RISK, LIMITATION OF LIABILITY, & UCC WAIVERS

• 5.1 "AS IS" & PROFESSIONAL SPECIFICATION WARRANTY: ALL PRODUCTS ARE SOLD "AS IS," "WHERE IS," AND "WITH ALL FAULTS." COMPANY MAKES NO WARRANTY THAT THE PRODUCTS WILL CONFORM TO ANY SPECIFICATION OR SAMPLES EXCEPT AS EXPRESSLY STATED IN THE BATCH DATA PROVIDED.

• 5.2 MANDATORY UCC WAIVERS (CONSPICUOUS): TO THE MAXIMUM EXTENT PERMITTED BY CALIFORNIA LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • (I) THE IMPLIED WARRANTY OF MERCHANTABILITY;

  • (II) THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;

  • (III) THE IMPLIED WARRANTY OF NON-INFRINGEMENT; AND

  • (IV) ANY WARRANTY ARISING FROM PERFORMANCE, DEALING, OR TRADE USAGE.

• 5.3 WAIVER OF CONSEQUENTIAL & PUNITIVE DAMAGES: IN NO EVENT SHALL COMPANY BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF RESEARCH DATA, PROFITS, OR FACILITY DOWNTIME). THIS WAIVER APPLIES REGARDLESS OF WHETHER THE CLAIM SOUNDS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, AND EVEN IF COMPANY WAS ADVISED OF THE RISK.

• 5.4 AGGREGATE LIABILITY CAP & PRICING RATIONALE: THE TOTAL AGGREGATE LIABILITY OF THE COMPANY FOR ANY CLAIM SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE OF THE PRODUCT GIVING RISE TO THE CLAIM. PURCHASER AGREES THAT THIS LIMITATION IS A REASONABLE ALLOCATION OF RISK BASED ON THE PRICE OF THE PRODUCT; SHOULD PURCHASER DESIRE GREATER LIABILITY COVERAGE, PURCHASER MUST NEGOTIATE A SEPARATE AGREEMENT AT A HIGHER PRICE POINT.

• 5.5 INDEMNITY & IMMEDIATE DUTY TO DEFEND: PURCHASER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY FROM ANY LOSSES, FINES, OR THIRD-PARTY CLAIMS ARISING FROM PURCHASER’S BREACH OF THE "RUO" WARRANTY. PURCHASER’S INDEMNITY OBLIGATION INCLUDES THE IMMEDIATE ADVANCEMENT OF ALL LEGAL FEES AND COSTS INCURRED BY THE COMPANY IN RESPONDING TO ANY REGULATORY INQUIRY OR LITIGATION RESULTING FROM PURCHASER'S HANDLING OR MISUSE OF THE PRODUCT.

 

 

6. MANDATORY DISPUTE RESOLUTION: BINDING ARBITRATION AND CLASS ACTION WAIVER

• 6.1 Contractual Statute of Limitations (Date of Delivery): PURCHASER AGREES THAT ANY CLAIM OR PROCEEDING MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE OF DELIVERY OF THE PRODUCTS. PURCHASER EXPRESSLY WAIVES THE "DISCOVERY RULE" AND ANY LONGER STATUTE OF LIMITATIONS. FAILURE TO INITIATE ARBITRATION WITHIN THIS ONE-YEAR PERIOD SHALL CONSTITUTE AN ABSOLUTE AND IRREVOCABLE BAR TO SUCH CLAIM.

• 6.2 Federal Arbitration Act (FAA) & Delegation: The parties acknowledge that this Agreement involves interstate commerce and is governed by the Federal Arbitration Act (FAA). The Arbitrator, and not any court, shall have exclusive authority to resolve any dispute regarding the enforceability, scope, or formation of this Agreement (the "Delegation Clause").

• 6.3 Binding Arbitration & Confidentiality: Any dispute shall be settled by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. All proceedings, evidence, and awards shall remain strictly confidential. Judgment on the award may be entered in any court having jurisdiction.

• 6.4 Neutral Selection, Venue, & Virtual Hearings: The arbitration shall be conducted by a single neutral arbitrator via the AAA’s "Strike and Rank" process. The seat of arbitration shall be Sacramento County, California. To prevent procedural unconscionability, the parties agree that all proceedings may be conducted virtually via video conference at the election of either party.

• 6.5 CLASS ACTION WAIVER & SEVERABILITY: PURCHASER AGREES THAT ALL CLAIMS SHALL BE ARBITRATED INDIVIDUALLY. PURCHASER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. If this Class Action Waiver is found unenforceable, then the entirety of Section 6 shall be null and void, and the parties shall submit to the exclusive jurisdiction of the state and federal courts in Sacramento, California.

 

7. INTELLECTUAL PROPERTY, ANTI-HARVESTING, AND AI-RESTRICTIONS

• 7.1 Ownership of Proprietary Assets: The Website, its "look and feel," and all technical Content—including 2D/3D chemical schematics, molecular renders, video transcripts, and the "Peptide Systems" marks—are the Exclusive Intellectual Property of the Company. These assets are protected by the U.S. Copyright Act, the Digital Millennium Copyright Act (DMCA), and trade secret laws.

• 7.2 Unauthorized Access and Digital Trespass: Use of any automated system (robots, spiders, or scrapers) to access the Website is strictly prohibited. Any attempt to circumvent technical barriers (e.g., robots.txt or CAPTCHAs) to harvest data constitutes unauthorized access to a protected computer under the Computer Fraud and Abuse Act (CFAA) and California Penal Code § 502.

• 7.3 AI Training and Derivative Work Prohibition: Purchaser and all third parties are categorically prohibited from using Company Content to train, fine-tune, or develop Large Language Models (LLMs), Generative AI, or proprietary chemical databases. This includes a prohibition on the creation of derivative weights or parameters based on Company’s technical schematics.

• 7.4 Limited Research License: Company grants Purchaser a limited, revocable, non-transferable license to view Content for internal laboratory reference only. Any use for commercial AI development, competitive intelligence, or public display is a material breach and an immediate revocation of this license.

• 7.5 Liquidated Damages for Intellectual Property Theft: Parties acknowledge that the value of Company’s proprietary data is unique and difficult to quantify. Purchaser agrees that any violation of Sections 7.2 or 7.3 shall result in liquidated damages of $10,000 USD per individual data point, image, or video frame extracted. The parties agree this is a reasonable pre-estimate of damages for loss of competitive advantage and not a penalty.

• 7.6 Injunctive Relief & Fees: Because IP theft causes irreparable harm, Company shall be entitled to an immediate temporary restraining order (TRO) and permanent injunction without the necessity of posting bond, in addition to recovering all reasonable attorney’s fees.

 

8. SEVERABILITY, SURVIVAL, AND SAVINGS PROVISIONS

• 8.1 Judicial Reformation and Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the parties expressly authorize the court or arbitrator to reform (or "blue-pencil") the provision to the maximum extent permissible by law to achieve its original intent. If reformation is not possible, the provision shall be severed, and the remainder of the Agreement shall remain in full force and effect.

• 8.2 Permanent Survival of Protective Clauses: All provisions regarding B2B Representations (Section 1), RUO Warranty (Section 2), Media Anti-Reliance (Section 3), Limitation of Liability and the Duty to Defend (Section 5), Arbitration (Section 6), and Intellectual Property (Section 7) shall survive the termination of any transaction, business relationship, or the dissolution of either party. This creates a perpetual shield for the Company regarding any materials supplied to the Purchaser.

• 8.3 No Waiver and Anti-Estoppel: No failure by the Company to enforce any right shall operate as a waiver. Purchaser acknowledges that the Company is not estopped from enforcing these Terms in the future even if it has previously chosen not to do so.

• 8.4 Successors, Assigns, and Third-Party Beneficiaries: This Agreement is binding upon the parties and their respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement. Purchaser may not assign their obligations without Company’s express written consent.

• 8.5 Integration and Modification: This Agreement constitutes the final and exclusive agreement between the parties. Company reserves the right to modify these Terms at any time. Purchaser’s continued use of the Company’s services or materials constitutes affirmative acceptance of the revised Terms.