VURV Research Terms and Conditions of Sale

1.1 Unless otherwise agreed in writing between VURV Research and an end user or non-appointed distributor, these Terms and Conditions apply to all sales, deliveries, and Services provided to end users and non-appointed distributors who have not signed an individual purchase agreement or authorized distributor agreement with VURV Research (the end user or non-appointed distributor with whom VURV Research is contracting is referred to as the “Customer”).

1.2 Acceptance. The Customer accepts these Terms and Conditions by any of the following: registering for or maintaining a trade account; submitting an application, order, or purchase order; clicking to accept where presented online; accepting delivery of any Product; or receiving the benefit of any Service. Acceptance occurs whether or not the Customer has read these Terms and Conditions, and constitutes a binding agreement notwithstanding the absence of a handwritten signature.

1.3 Documents incorporated by reference. The Shipping Policy, Returns Policy, and Certificate of Analysis policy published at vurvresearch.com, each as amended from time to time, are incorporated into and form part of these Terms and Conditions.

1.4 Order of precedence. In the event of conflict or inconsistency, the following order controls, from highest to lowest: (a) a written agreement signed by an authorized officer of VURV Research; (b) the applicable quotation, order confirmation, or statement of work accepted by VURV Research; (c) these Terms and Conditions; (d) the policies incorporated under Section 1.3; (e) all other content on vurvresearch.com, which is descriptive only and does not create contractual obligations.

1.5 These Terms and Conditions apply to all business transactions between VURV Research and the Customer regardless of whether they are referenced in future contracts. Contrary, additional, or differing terms and conditions of the Customer, including any preprinted terms on a purchase order, do not apply unless expressly agreed to in writing by VURV Research. These Terms and Conditions apply even if VURV Research makes a delivery to the Customer without reservation while aware of the Customer’s conflicting or deviating terms and conditions.

1.6 Amendments and additions to these Terms and Conditions, including to this provision, must be made in writing. Rights accorded to VURV Research under statutory provisions beyond the scope of these Terms and Conditions remain unaffected.

1.7 Business use only; no consumers. VURV Research contracts on the basis that the Offerings are supplied for use in the course of business, research, or professional practice, and not for private use or consumption in any manner. VURV Research does not sell to consumers.

1.8 Eligibility and Customer representations. By applying for an account or placing an order, the Customer represents and warrants, on each occasion, that:

1) it is a business, institution, or qualified researcher, and is not an individual purchasing for personal use;

2) each individual acting on its behalf is at least twenty-one (21) years of age;

3) the organization identified in its application is a validly existing legal entity and the legal name, federal Employer Identification Number, addresses, and contact details it has supplied are true, current, and complete;

4) it holds, and will maintain, all licenses, registrations, and authorizations required for it to receive, store, handle, use, and (where applicable) resell the Offerings; and

5) it will use the Products solely as permitted by Section 12.

1.9 Account verification and discretion. VURV Research sells only to verified accounts. VURV Research may require, as a condition of opening or maintaining an account or of accepting any order, documentation evidencing the Customer’s institutional, business, research, or professional status, including licenses, registrations, tax identification, and end-user declarations. VURV Research may decline, suspend, or cancel any account or order, in whole or in part, at its sole discretion, including where an order is inconsistent with research use.

VURV Research has the right, from time to time and without notice, to add, modify, substitute, or discontinue any Product or Service offering, including specifications, formats, and packaging. Discontinuation of an Offering does not give rise to any liability on the part of VURV Research.

The Customer purchases Products and procures Services from VURV Research in its own name and for its own account. If the Customer resells the Products, the Customer sells them in its own name and for its own account. Nothing in these Terms and Conditions creates any agency, partnership, joint venture, franchise, or employment relationship between the parties, and the Customer has no authority to make any representation, warranty, or commitment on behalf of VURV Research.

The Customer agrees to:

4.1 Accurate order information. Provide correct information on all purchase orders and Service requests, including complete product numbers, options, quantities, delivery addresses, and any special instructions. The Customer assumes sole and absolute liability for any failure by the Customer to provide complete and accurate information when ordering, including material delivered to an address entered incorrectly.

4.2 Indemnity for third-party claims. Indemnify and hold harmless VURV Research and its legal successors and assigns from and against all suits, losses, claims, liabilities, costs, and expenses (including attorneys’ fees) that VURV Research may sustain or incur as a direct result of any claim against VURV Research based upon breach of contract, breach of warranty, strict liability in tort, or any other theory of law brought by the Customer’s officers, agents, employees, legal successors and assigns, by the Customer’s customers, by end users, by auxiliary personnel (such as freight handlers), or by other third parties, if and to the extent directly arising out of the Customer’s breach of its obligations under these Terms and Conditions.

4.3 Taxes and charges. Pay any and all taxes, duties, imposts, excises, fees, charges, costs, and expenses of any type or character whatsoever accruing, incurred, imposed, or assessed in connection with or relating in any manner to the Customer’s purchase, transportation, storage, use, distribution, or resale of the Offerings.

4.4 Records. Maintain accurate records of its purchases, receipt, storage conditions, use, and any resale or transfer of the Products, including lot numbers, for a period of not less than three (3) years, and make such records available to VURV Research upon reasonable request where required by applicable law, by a recall or field action under Section 13, or by VURV Research’s own compliance obligations.

4.5 Account credentials and authorized purchasers. Maintain the confidentiality of its account credentials and keep current the list of individuals authorized to place orders on its account. The Customer is responsible for all orders placed, and all charges incurred, under its account credentials, whether or not authorized, until it notifies VURV Research in writing that a credential has been compromised or that an individual is no longer authorized. VURV Research may act on instructions reasonably appearing to come from the Customer’s account.

4.6 Insurance. Maintain, at its own expense and with insurers of recognized standing, commercial general liability insurance including products and completed operations coverage of not less than one million dollars (\$1,000,000) per occurrence and two million dollars (\$2,000,000) in the aggregate, together with professional liability coverage appropriate to its operations and any coverage required by applicable law. Such policies shall name VURV Research as an additional insured with respect to the Offerings, and the Customer shall furnish a certificate of insurance on request and shall give VURV Research prompt notice of cancellation or material reduction in coverage.

5.1 Orders. All orders placed by the Customer are subject to acceptance by VURV Research. No contract is created unless and until acknowledged by VURV Research, either by written acknowledgment or by dispatch of the Products or commencement of the Services. Any provision to the contrary, whether contained in a written communication by the Customer or otherwise, is expressly excluded. Orders may not be canceled or rescheduled without VURV Research’s written consent. All orders must identify the Products and/or Services, unit quantities, part numbers, applicable prices, and requested delivery dates. Case-pack minimums apply to certain Products as published or as stated in the applicable price list.

5.2 Prices. The prices of the Offerings are those specified on the quotation or order confirmation, whichever is most recent. Trade pricing is available only to approved accounts and is confidential to that account. Pricing may be increased in the event of an increase in VURV Research’s costs, a change in market conditions, or any other cause beyond its reasonable control. Price quotations automatically expire thirty (30) days from the date issued, or as otherwise stated in the quotation. Shipping charges are those published in the Shipping Policy or stated on the quotation.

5.3 Certificates of Analysis; other documentation.

1) *Certificates of analysis.* Each lot of research peptides and biologics is tested by an independent third-party laboratory before release, and the certificate of analysis for the lot supplied is available to the Customer upon request. The certificate of analysis describes the material as released. It is the document against which the warranty in Section 7.1 is measured. Maintaining the material within specification after delivery depends on storage and handling by the Customer in accordance with Section 12.

2) *Other documentation.* Catalogs, technical data sheets, product descriptions, application notes, website content, and other marketing or informational materials are approximate and provided for general guidance. They do not constitute any agreement or warranty as to any characteristic of the Products unless an authorized officer of VURV Research has expressly qualified the description as a warranty and so notified the Customer in writing.

3) *Third-party results.* Third-party analytical results are passed through as received from the issuing laboratory.

5.4 Taxes. Unless otherwise agreed in writing by VURV Research, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes, including federal, state, and local sales, excise, value added, goods and services, and any other taxes. The Customer agrees to indemnify and hold VURV Research harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest. Where applicable, transportation and taxes will appear as separate line items on the invoice. Customers claiming exemption must furnish a valid exemption certificate prior to invoicing.

5.5 Payment methods. Orders are invoiced to the account and settled by ACH or wire transfer. Credit card payment is available on request; card payments carry a 3% surcharge, which does not exceed our cost of accepting the card and is shown before you complete the transaction and again on your receipt. The surcharge is not applied to debit or prepaid cards. All bank and transfer fees are borne by the Customer.

1) *Card surcharge.* The card surcharge is three percent (3%) of the card-funded amount, or VURV Research’s cost of accepting the card or any lower applicable legal or card-network cap, whichever is lower. It is never assessed on debit card or prepaid card transactions however presented, and is itemized separately on the invoice and receipt.

5.6 Credit terms. Where VURV Research has extended credit to the Customer, terms of payment are net thirty (30) days from the date of invoice, without offset or deduction, unless otherwise noted. Extension of credit is at VURV Research’s sole discretion and may be conditioned on a credit review and on financial information supplied by the Customer. On any past-due invoice, VURV Research may impose interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. If the Customer fails to make any payment when due, VURV Research reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements. In the event of default by the Customer, VURV Research is entitled to costs, fees, and expenses, including but not limited to recovery of attorneys’ fees, court costs and fees, and collection costs.

5.7 Security interest. VURV Research retains a purchase-money security interest in all Products delivered until the purchase price and all related charges have been paid in full. The Customer authorizes VURV Research to file such financing statements as may be necessary to perfect that interest.

6.1 Delivery, risk of loss, and title. Unless the quotation states otherwise, VURV Research arranges carriage to the delivery address specified in the order.

1) *Risk of loss* passes to the Customer upon delivery of the Products to that address.

2) *Title* passes to the Customer upon receipt by VURV Research of payment in full for the Products, subject to the security interest in Section 5.7.

3) Delivery dates are estimates only. VURV Research is not liable for delays in delivery or for failure to perform due to causes beyond its reasonable control, and delayed delivery of any part of an order does not entitle the Customer to cancel other deliveries.

4) Once a shipment is in the carrier’s hands it cannot be rerouted, and VURV Research is not responsible for material delivered to an address entered incorrectly by the Customer.

6.2 Shipment, packing, and cold chain. In the absence of shipping and packing instructions, VURV Research will use its own discretion in the choice of carrier and method of packing. Temperature-controlled Products ship in insulated packaging with coolant sized to the selected transit time and are dispatched on days intended to avoid weekend transit. The Customer is responsible for ensuring that a person is available at the delivery address to receive the shipment and to place the Products immediately into storage meeting the conditions stated in the Product documentation. VURV Research is not responsible for loss or degradation resulting from the Customer’s failure to do so.

6.3 Inspection. Upon receipt of shipment, the Customer must immediately inspect the Products and record their condition.

6.4 Notice of claims. Claims must be submitted to VURV Research in writing within the following periods, each running from the date of delivery:

Products not the subject of a timely written claim are deemed finally inspected, checked, and irrevocably accepted by the Customer. VURV Research may require photographs, packaging, lot numbers, temperature-monitoring data, or other reasonable supporting documentation.

6.5 Remedy for accepted claims. Where a claim under Section 6.4 is accepted, VURV Research will, at no cost to the Customer and at VURV Research’s election, replace the affected Product, re-perform the affected Service, or refund the amount paid for it. Return of the affected material is not required unless VURV Research requests it, in which case VURV Research bears the return freight. This is the Customer’s sole and exclusive remedy for a nonconforming, damaged, or incorrect delivery.

6.6 Returns, research peptides, biologics, and other research chemicals. All sales of research peptides, biologics, and other research chemicals are final. These Products may not be returned for any reason, including change of mind, over-ordering, or change in the Customer’s requirements. Because chain-of-custody and storage conditions cannot be verified once material has left VURV Research’s control, no such Product will be accepted back into inventory. This Section 6.6 does not limit the Customer’s rights under Sections 6.4 and 6.5.

6.7 Returns, Equipment. Unopened, uninstalled Equipment in its original packaging may be returned within thirty (30) days of delivery, provided the Customer first obtains a return authorization from VURV Research. Equipment returned without a return authorization will not be accepted.

1) *Change-of-mind returns.* Outbound and return freight are deducted from the refund.

2) *VURV Research error.* Where the return results from an error by VURV Research, all freight is covered by VURV Research and original shipping charges are refunded.

3) *No restocking fee* is charged on standard catalog Equipment.

4) *Not returnable.* Custom, made-to-order, clearance, used, refurbished, demonstration, and installed or commissioned Equipment is final sale.

6.8 Termination, cancellation, and changes. Orders may not be terminated, canceled, or modified after acceptance by VURV Research, except with its written consent and subject to a reasonable charge for expenses incurred and work executed by VURV Research or its suppliers. The Customer is obligated to accept any portion of the Products shipped or delivered pending written approval of cancellation. Orders for custom-made or custom-synthesized material, and orders for Equipment procured to the Customer’s specification, may not be canceled once VURV Research or its supplier has commenced production or placed the order with the manufacturer, unless VURV Research agrees in writing.

7.1 VURV Research warrants only that, at the time of delivery, the Products conform in material respects to the specifications set out in the certificate of analysis issued for that lot. This warranty extends only to the original Customer, is not transferable, and expires upon the earlier of the Product’s stated expiration or retest date or thirty (30) days after delivery. The warranty does not apply to material that has been stored, handled, opened, repackaged, relabeled, diluted, reconstituted, or transported outside the conditions stated in the Product documentation.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, VURV Research MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WHETHER BY STATUTE OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY OFFERING. ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT OF ANY RESALE BY THE CUSTOMER, VURV Research’S LIABILITY IS NOT EXPANDED, MODIFIED, OR OTHERWISE ALTERED BY ANY WARRANTY OFFERED BY THE CUSTOMER FOR THE PRODUCTS.

7.3 VURV Research does not warrant that any Offering is suitable for the Customer’s intended application, that any research or experimental result will be achieved, or that the use of any Offering will not infringe any third-party intellectual property right.

8.1 THE CUSTOMER IS NOT ENTITLED TO, AND VURV Research IS NOT LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COSTS, LOSS OF DATA, LOSS OR SPOILAGE OF SAMPLES, EXPERIMENTS, CELL LINES OR RESEARCH MATERIALS, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, PUNITIVE DAMAGES, INTELLECTUAL PROPERTY INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE.

8.2 THE CUSTOMER’S TOTAL RECOVERY FROM VURV Research FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCTS OR SERVICES, IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR OTHERWISE.

8.3 THE CUSTOMER WILL INDEMNIFY, DEFEND, AND HOLD VURV Research HARMLESS FROM ANY CLAIMS BASED ON (a) VURV Research’S COMPLIANCE WITH THE CUSTOMER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS; (b) MODIFICATION OF ANY OFFERING BY ANYONE OTHER THAN VURV Research; (c) USE IN COMBINATION WITH OTHER PRODUCTS; OR (d) VURV Research’S COMPLIANCE WITH APPLICABLE REGULATIONS, INCLUDING BUT NOT LIMITED TO THOSE GOVERNING PRODUCT USAGE AND CLAIMS.

8.4 The limitations in this Section 8 apply to the maximum extent permitted by applicable law and survive any failure of essential purpose of any limited remedy. Nothing in these Terms and Conditions excludes liability that cannot lawfully be excluded.

This Section 9 applies in addition to the other provisions of these Terms and Conditions whenever VURV Research supplies durable medical equipment, therapy equipment, devices, instruments, or related accessories (“Equipment”).

9.1 Professional use. Equipment is supplied for use by qualified professionals, in a professional or clinical setting, strictly in accordance with the manufacturer’s instructions for use, labeling, indications, and any applicable regulatory clearances. The Customer is solely responsible for determining that the Equipment is appropriate and lawful for its intended use and setting, and for the credentialing, training, and supervision of every person who operates it.

9.2 Manufacturer’s warranty only. Equipment is sold subject to, and with the benefit of, the original manufacturer’s warranty only. VURV Research makes no warranty of its own with respect to Equipment. To the extent permitted by the manufacturer and by applicable law, VURV Research assigns and passes through to the Customer any transferable manufacturer’s warranty, and supplies model, serial, and warranty records with the order. All warranty claims relating to Equipment must be made against the manufacturer in accordance with the manufacturer’s warranty terms; VURV Research will provide reasonable assistance in submitting such claims but assumes no obligation for their outcome.

9.3 Scope of the quotation. Delivery, installation, commissioning, calibration, and user training are provided as specified in the applicable quotation. Anything not stated in the quotation is excluded, including uncrating, rigging, siting, integration with other systems, preventive maintenance, service contracts, consumables, and removal or disposal of existing equipment. Installation, commissioning, and training services quoted by VURV Research are Services and are additionally subject to Section 10.

9.4 Facility and regulatory readiness. The Customer is solely responsible for site preparation, including electrical, plumbing, network, shielding, and environmental requirements; for obtaining any permits, licenses, certifications, or facility accreditations required to possess or operate the Equipment; and for compliance with all applicable manufacturer maintenance, inspection, calibration, and recordkeeping requirements.

9.5 Software and firmware. Equipment incorporating software or firmware is licensed, not sold, on the terms of the applicable third-party license, which the Customer agrees to observe. VURV Research grants no rights in such software beyond those granted by the licensor.

9.6 Used, refurbished, and demonstration Equipment. Any Equipment identified as used, pre-owned, refurbished, demonstration, or “as-is” is sold WITHOUT ANY WARRANTY WHATSOEVER, express or implied, and is not returnable under any circumstances.

9.7 Reportable events. The Customer will notify VURV Research promptly, and in any event within seventy-two (72) hours of becoming aware, of any death, serious injury, malfunction, complaint, recall, field safety notice, or regulatory inquiry involving Equipment supplied by VURV Research, and will cooperate with VURV Research and the manufacturer in any resulting investigation, reporting, or corrective action.

This Section 10 applies in addition to the other provisions of these Terms and Conditions whenever VURV Research provides advisory, consulting, onboarding, storage and handling training, equipment and room planning, catalog and sourcing review, or other services (“Services”).

10.1 Scope. The scope, deliverables, fees, and duration of any Services are as set out in the applicable quotation, statement of work, or order confirmation accepted by VURV Research. Engagements are scoped and quoted per account. Any work not expressly described there is out of scope. Changes to scope require written agreement and may result in adjustment of fees and schedule.

10.2 Nature of the Services; no professional advice. Services are advisory and informational in nature. They do not include medical, clinical, or veterinary advice of any kind. VURV Research does not practice medicine, veterinary medicine, pharmacy, or law, and does not provide diagnostic, treatment, prescribing, dosing, protocol, legal, tax, accounting, regulatory-submission, or investment advice. Nothing furnished by VURV Research constitutes a recommendation as to the care or treatment of any patient or research subject, or an assurance of regulatory approval, clearance, licensure, reimbursement, or compliance. Nothing VURV Research supplies or teaches is intended for use in humans or animals. The Customer remains solely responsible for its own professional, clinical, business, and regulatory decisions and must obtain independent qualified advice before acting on any information supplied by VURV Research.

10.3 Standard of performance. VURV Research will perform the Services in a professional and workmanlike manner using personnel it reasonably considers suitably qualified. VURV Research does not guarantee any particular outcome, result, saving, revenue, approval, or timeline. Any estimates, projections, forecasts, or benchmarks provided are illustrative only.

10.4 Customer cooperation. The Customer will provide, in a timely manner, the access, personnel, facilities, data, documents, and decisions reasonably required for the Services, and will ensure that all information it supplies is accurate and complete. VURV Research is not responsible for delays, additional costs, or deficiencies in the Services arising from the Customer’s failure to do so or from inaccurate or incomplete Customer information.

10.5 Personnel and subcontractors. VURV Research may perform the Services through its own personnel, affiliates, or subcontractors at its discretion. Its personnel are not employees, agents, or contractors of the Customer, and the Customer will not solicit or hire them for the duration of the engagement and for twelve (12) months thereafter without written consent.

10.6 Fees, scheduling, and refunds. Unless otherwise stated, Services are billed as set out in the statement of work, or on a time-and-materials basis at VURV Research’s then-current rates plus reasonable pre-approved out-of-pocket expenses, invoiced monthly in arrears and payable on the terms in Section 5.6.

1) *Work delivered.* Fees for Services already performed are non-refundable.

2) *Cancellation and rescheduling.* A scheduled session cancelled with at least two (2) full business days’ notice may be rescheduled at no charge or credited to the account. A session cancelled with less notice, or missed, may be charged in full.

3) *Suspension.* VURV Research may suspend Services if any undisputed invoice remains unpaid for more than fifteen (15) days after its due date.

10.7 Intellectual property. VURV Research retains all right, title, and interest in and to its pre-existing materials, methods, models, templates, tools, know-how, and any general skills, techniques, and experience developed or refined in the course of performing the Services. Subject to payment in full, VURV Research grants the Customer a non-exclusive, non-transferable, royalty-free license to use the written deliverables furnished under the engagement for the Customer’s own internal business purposes only. Deliverables may not be published, resold, sublicensed, or provided to any third party, or relied upon by any third party, without prior written consent.

10.8 Termination of Services. Either party may terminate an ongoing Services engagement on thirty (30) days’ written notice. VURV Research may terminate immediately on written notice if the Customer breaches these Terms and Conditions, fails to pay when due, or if continued performance would in its reasonable judgment be unlawful or create a compliance risk. On termination, the Customer will pay for all Services performed and expenses incurred up to the effective date of termination.

10.9 Limitation. For the avoidance of doubt, Sections 7 and 8 apply to the Services, and VURV Research’s aggregate liability arising out of any Services engagement shall not exceed the fees actually paid by the Customer for that engagement.

11.1 The Customer will conduct its operations in compliance with all applicable federal, state, and local laws and regulations, including without limitation those relating to therapeutic goods, drugs, controlled substances, poisons, dangerous goods, medical devices, hazardous materials transportation, recordkeeping, document retention, trade practices, competition, consumer protection, and fair trading. The Customer will obtain and maintain at its own expense all licenses, permits, registrations, authorizations, certificates, consents, waivers, qualifications, clearances, and approvals of any type or character whatsoever (whether public or private) needed to authorize: (i) the parties’ adherence to these Terms and Conditions and performance hereunder; and (ii) the Customer’s storage, use, distribution, marketing, transportation, and sale of the Offerings.

11.2 The Customer will not make statements about, or offer or promote, the Offerings to the general public or to customers on resale except in accordance with these Terms and Conditions and applicable laws, regulations, codes, and industry standards. This expressly includes any statement about the medical appropriateness or therapeutic value of any Offering for a particular person or purpose. The Customer will not make, and will not permit any person to whom it supplies the Products to make, any claim that the Products are safe or effective for human or veterinary use, or that they may be used for the diagnosis, cure, mitigation, treatment, or prevention of any disease.

11.3 As a precondition of supply, the Customer undertakes to obtain and maintain any current wholesale license, practicing certificate, institutional affiliation, or other authorizing certification required by the relevant state or federal body, and to advise VURV Research immediately of any change to that status. The Customer indemnifies VURV Research with regard to any expense or liability resulting directly or indirectly from a failure to maintain a current authorizing certification to receive and supply the Offerings in any form whatsoever.

11.4 The Customer must (and will ensure that any person to whom it sells or transfers the Products does) hold all licenses and authorizations and have established all workplace precautions and systems (including any required under hazardous or dangerous goods legislation) to safely receive, store, use, and supply the Products.

11.5 Domestic supply only; no export. VURV Research ships within the United States only and does not export. The Customer will not export, re-export, transfer, or divert any Offering, directly or indirectly, outside the United States, or in violation of U.S. export control or economic sanctions laws, or to any embargoed country or restricted party. The Customer represents that it is not, and is not owned or controlled by, a party on any U.S. restricted-party list.

11.6 Without limiting the preceding paragraphs, the Customer agrees not to engage in any activity in violation of these Terms and Conditions or of any applicable law or regulation prohibiting unfair, fraudulent, or corrupt business practices, including legal requirements designed to combat terrorism and terrorist activities.

12.1 Research use only. The Customer agrees, and represents on each order, that the Products supplied by VURV Research, including all peptides, biologics, reference materials, and related research chemicals, are supplied and will be used for laboratory research use only. They are not for human consumption, not for human or veterinary use, and are not drugs, foods, cosmetics, dietary supplements, or medical devices. They have not been evaluated by the U.S. Food and Drug Administration. VURV Research is a chemical supplier and not a compounding pharmacy, manufacturer of finished drug product, or provider of clinical care. In particular, the Products may not be administered to any human or animal, and may not be used for in vitro diagnostics, in food production, in pharmaceutical products, in medical devices, in cosmetic products, in clinical or therapeutic use, or for the diagnosis, treatment, or prevention of any medical condition. The Customer is obliged to inform its own customers and personnel of these limitations. This Section 12.1 does not apply to Equipment supplied under Section 9, which is governed by that Section.

12.2 No safety or efficacy evaluation. VURV Research does not examine the Products for safety or effectiveness when contained or used in food, pharmaceutical products, medical devices, or cosmetics, or for commercial or other applications, unless otherwise declared in documents it provides. The Customer acknowledges that it must properly test, use, and distribute the Products and any materials manufactured using them. It is the Customer’s responsibility to examine existing risks and dangers and to carry out any further research necessary to become aware of the dangers that may arise from use of the Products. The Customer will warn its support staff (such as transport workers) against the risks and dangers related to the storage, use, or handling of the Products.

12.3 Regulatory compliance in handling. The Customer is responsible for complying with all applicable regulatory provisions in connection with the storage, handling, and use of the Products, including maintenance of the cold chain and any other storage conditions specified in the Product documentation.

12.4 Verification for downstream use. The Customer will independently verify the indications of content made by VURV Research if the Products are to be repacked, relabeled, or used as starting materials or components for other products.

12.5 Resale obligations and screening. If the Customer resells or transfers the Products, it will inform the recipient of the duties, and warn them of the risks and dangers, set out in Sections 12.1 through 12.4, and will pass through the restrictions in Section 12.1 in writing. The Customer will implement adequate screening and other procedures to ensure that there is no unauthorized sale to, or use by, its own customers. Supporting documentation requested or required by VURV Research or by applicable laws or regulations, such as end-user declarations or licenses, must be maintained by the Customer and made available to VURV Research upon request. The Customer will immediately contact VURV Research should it require further information concerning the safe use, storage, handling, or transportation of the Products.

12.6 Relabeling. If the Customer elects to modify, relabel, or provide its own primary Product packaging label, the Customer is responsible for ensuring the accuracy of the information on those labels and their compliance with these Terms and Conditions and all applicable governmental rules and regulations. The Customer acknowledges that VURV Research is not liable for any losses, damages, claims, actions, judgments, settlements, penalties, fines, costs, or expenses of any kind relating to, arising out of, or resulting from the use of such labels on the Products.

12.7 Breach. A breach of this Section 12 is a material breach. VURV Research may, without liability, immediately suspend or terminate the Customer’s account, refuse or cancel any pending order, and require the return or destruction of Products in the Customer’s possession.

13.1 VURV Research releases Products by lot and provides lot traceability with each order. The Customer will retain the lot records required by Section 4.4 and will be able to identify, on request and within three (3) business days, the disposition of any lot it has received.

13.2 If VURV Research, a supplier, or a regulatory authority initiates a recall, withdrawal, quarantine, or field safety action affecting a Product or Equipment, the Customer will, on notice: (a) immediately cease use, distribution, and resale of the affected lot or units; (b) identify and notify any person to whom it transferred the affected material; and (c) cooperate in retrieving, quarantining, returning, or destroying it and in any resulting investigation or report.

13.3 The Customer will notify VURV Research within seventy-two (72) hours of becoming aware of any event that may warrant a recall or field action, any regulatory inspection or inquiry concerning a Product, or any report of harm associated with a Product supplied by VURV Research.

13.4 Costs of a recall are borne by VURV Research where the recall arises from a defect present at delivery, and by the Customer where it arises from the Customer’s storage, handling, labeling, use, or distribution. This Section 13 survives termination.

THE CUSTOMER WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS VURV Research AND ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND PERMITTED ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, RELATING TO, ARISING OUT OF, OR RESULTING FROM: (a) THE PRODUCTS PURCHASED BY THE CUSTOMER FROM VURV Research AFTER DELIVERY OF THE PRODUCTS TO THE CUSTOMER (INCLUDING, WITHOUT LIMITATION, RECEIPT, POSSESSION, CONTROL OVER, USE, HANDLING, LABELING, STORAGE, PROCESSING, DISPOSAL, RESALE, OR TRANSPORTATION OF THE PRODUCTS); (b) ANY ADMINISTRATION OF A PRODUCT TO A HUMAN OR ANIMAL, OR ANY OTHER USE IN BREACH OF SECTION 12; (c) THE CUSTOMER’S USE OF, OR RELIANCE ON, ANY SERVICES OR DELIVERABLES; OR (d) THE CUSTOMER’S NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF THESE TERMS AND CONDITIONS. THE CUSTOMER HAS NO SUCH OBLIGATION FOR ANY CLAIM TO THE EXTENT PROVEN TO HAVE DIRECTLY RESULTED FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY.

No delay on the part of VURV Research in the exercise of any right or remedy operates as a waiver thereof, and no single or partial exercise of any right or remedy precludes any further exercise of that right or remedy, or the exercise of any other right or remedy. VURV Research’s acceptance of a claim, replacement of material, or accommodation on any occasion does not establish a course of dealing or waive any provision of these Terms and Conditions.

16.1 If VURV Research is prevented by force majeure from performing its contractual obligations, in particular from delivering the Products or performing the Services, it is released from its obligation to perform for the duration of the impediment and for a reasonable start-up period, without being liable to the Customer for damages. The same applies if its performance is unreasonably impeded or becomes temporarily impossible because of unforeseeable circumstances for which it is not responsible. Such causes include, but are not limited to, acts of God; actions of the elements, including floods and other natural disasters; fires; explosions; lockouts; strikes; wars; riots; civil commotion; epidemics and pandemics; embargoes; transportation and carrier delays; acts of government; energy shortfalls; cyberattacks or failures of communications infrastructure; and suppliers’ delivery problems or substantial interruptions of operations. VURV Research will promptly notify the Customer of such interference, including a description of it, the date of commencement, and the estimated duration.

16.2 VURV Research is entitled to terminate the affected contract if such interference persists for more than ninety (90) days and it no longer has an interest in performance due to the interference. After expiration of that period, at the Customer’s request, VURV Research will declare whether it intends to exercise its termination right or to deliver the Products or perform the Services within a reasonable period of time.

16.3 In no event is VURV Research liable to the Customer for any claims, damages, costs, or expenses arising out of or related to its inability to timely ship Products, perform Services, or fulfill purchase orders due to a force majeure event.

17.1 Confidentiality. The Customer agrees, for itself and its employees, agents, and representatives, that it will not disclose to any third party and will maintain as confidential any and all confidential information provided to it by VURV Research. Such confidential information includes, without limitation, information concerning VURV Research’s or its affiliates’ business, finances, proposed products, product development, sourcing and supplier relationships, marketing and sales plans, trade pricing and price lists, contracts, these Terms and Conditions, business or operational know-how, Services deliverables, and any other information designated or reasonably understood to be confidential. This obligation continues for five (5) years after the last disclosure, and indefinitely with respect to trade secrets.

17.2 Customer data and privacy. VURV Research’s collection and use of personal information is described in its Privacy Policy published at vurvresearch.com, which is incorporated by reference. The Customer represents that it has authority to provide the information it submits, including information about its personnel and sites, and consents to VURV Research using account, order, and lot data to fulfill orders, administer credit, meet its recordkeeping and regulatory obligations, and conduct recalls or field actions under Section 13.

17.3 Clinic Network and use of name. Listing in the VURV Research™ Clinic Network or any similar directory is optional and requires the Customer’s opt-in. Where the Customer opts in, it grants VURV Research a non-exclusive, royalty-free license to display its business name, locations, and contact details for that purpose, and may withdraw the listing at any time by written request, with removal effected within a reasonable period. VURV Research will not otherwise use the Customer’s name, marks, or logo in publicity without the Customer’s prior written consent.

The laws of the State of Wyoming exclusively govern any dispute between VURV Research and the Customer, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. All actions or proceedings arising directly or indirectly from these Terms and Conditions shall be litigated only in the state or federal courts located in the State of Wyoming, and the parties hereby consent to the jurisdiction and venue of such courts and waive any objection based on inconvenient forum. Each party waives any right to a trial by jury and any right to participate in a class or representative action.

19.1 The captions in these Terms and Conditions are for convenience only and do not affect their interpretation.

19.2 Survival. The Customer’s obligations under Sections 4 (Customer Responsibilities), 7 (Warranties and Disclaimers), 8 (Limitation of Liability), 10.7 (Intellectual Property), 11 (Compliance with Laws), 12 (Research Use Only; Storage, Handling, and Use), 13 (Recall, Field Actions, and Traceability), 14 (Indemnification), 17 (Confidentiality, Data, and Publicity), 18 (Governing Law and Venue), and 19 (Miscellaneous) survive the expiration or termination of the parties’ relationship.

19.3 The Customer will pay VURV Research all damages, costs, and expenses (including reasonable attorneys’ fees) incurred in obtaining injunctive or other relief for the enforcement of any provision of these Terms and Conditions.

19.4 Severability. If any provision of these Terms and Conditions is or becomes wholly or partially void, ineffective, or unenforceable, the validity, effectiveness, and enforceability of the remaining provisions are not affected. Any such provision is deemed replaced by such valid, effective, and enforceable provision as comes closest to the economic intent and purpose of the original.

19.5 Assignment. The Customer may not assign or transfer these Terms and Conditions, or any order placed under them, without prior written consent. VURV Research may assign freely.

19.6 Entire agreement. These Terms and Conditions, together with the documents identified in Sections 1.3 and 1.4, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior discussions, representations, and understandings.

19.7 Changes. VURV Research may revise these Terms and Conditions at any time by posting an updated version at vurvresearch.com. The version in effect on the date VURV Research accepts an order governs that order.

19.8 Notices. Notices to VURV Research must be sent in writing to VR2 Research, LLC, d/b/a VURV Research, \[street address\], \[city, state ZIP\], attention: \[\_\_\_\_\_\], with a copy to \[email\]. Notices to the Customer may be sent to the address or email on the Customer’s account.

*© 2026 VURV Research. All rights reserved.*