This End User License Agreement (the “Agreement”) is a binding contract between you (“you”, “your”, or “Customer”) and Peptagen Biosciences (“Peptagen”, “we”, “us”, or “our”) governing your access to and use of the Peptagen Biosciences online ordering platform, related applications, APIs, and any associated services (collectively, the “Platform”). By creating an account, requesting access, or otherwise using the Platform, you agree to be bound by this Agreement.
1. Eligibility and Account Registration
The Platform is intended solely for licensed healthcare professionals, clinics, and other businesses authorized to purchase, store, and administer the categories of products offered through Peptagen. By registering, you represent and warrant that:
- You are at least 18 years old and have legal authority to bind your organization to this Agreement.
- You hold all licenses, permits, registrations, and certifications required by applicable law to receive the products and services you order.
- All information you provide during registration, onboarding, and ordering is true, accurate, current, and complete.
- You will keep your account credentials confidential and are responsible for all activity that occurs under your account.
We may, at our sole discretion, accept, reject, or revoke any account application and may require documentation (such as license records, EIN/TIN, business registration, or insurance certificates) to verify eligibility.
2. License Grant
Subject to your continued compliance with this Agreement, Peptagen grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for your internal business purposes of browsing the catalog, placing orders, managing invoices, and otherwise interacting with Peptagen.
3. Acceptable Use
You agree not to, and not to permit any third party to:
- Resell, redistribute, or sublicense access to the Platform.
- Use the Platform in violation of any applicable law, regulation, or third-party right (including any law governing the prescription, compounding, sale, import, or administration of regulated products).
- Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Platform.
- Interfere with or disrupt the integrity, security, or performance of the Platform, including by introducing malware, exploiting vulnerabilities, or circumventing rate limits or authentication.
- Scrape, harvest, or otherwise extract data from the Platform other than as expressly permitted by the Platform’s standard user interface.
- Use the Platform to send spam, harass others, or impersonate any person or entity.
4. Orders, Fulfillment, and Products
Peptagen partners with a network of qualified suppliers to fulfill orders placed through the Platform. By submitting an order, you acknowledge and agree that:
- All orders are subject to acceptance and may be declined, partially fulfilled, or cancelled at our or our supplier’s discretion (for example, due to inventory, regulatory, licensing, or credit reasons).
- Pricing displayed on the Platform may change without notice; the price applicable to your order is the price confirmed in the invoice issued for that order.
- Title and risk of loss for products pass to you in accordance with the shipping terms identified on the applicable invoice or order confirmation.
- You are solely responsible for verifying that the products you order are appropriate for your intended use and lawful for you to receive, store, and administer.
- Any complaints, returns, recalls, or adverse-event reports must be reported promptly to Peptagen using the contact information below.
5. Payment Terms
Payment for accepted orders is due according to the terms shown on the corresponding invoice. Payments are processed through our third-party payment processor (Intuit QuickBooks Payments), and you authorize Peptagen and that processor to charge the payment method you have provided for amounts you owe. You are responsible for any chargebacks, return fees, processor fees, or taxes associated with your order. Late or unpaid invoices may result in suspension of your account or cancellation of pending orders.
6. Intellectual Property
The Platform and all related software, content, trademarks, logos, designs, and documentation are and remain the exclusive property of Peptagen and its licensors. Except for the limited license expressly granted in Section 2, this Agreement does not transfer any intellectual property rights to you. Any feedback you provide may be used by Peptagen without obligation or attribution.
7. Customer Data
You retain ownership of the data you submit to the Platform (“Customer Data”). You grant Peptagen a worldwide, royalty-free license to use, process, store, transmit, and display Customer Data solely as necessary to operate the Platform, fulfill your orders, comply with law, and otherwise perform under this Agreement. Our handling of personal information is further described in our Privacy Policy.
8. Third-Party Services and Integrations
The Platform integrates with third-party services (such as accounting, payment, communication, and cloud-hosting providers). Your use of those services is subject to their own terms. We are not responsible for the availability, accuracy, or content of third-party services and do not endorse them.
9. Disclaimer of Warranties
THE PLATFORM AND ALL PRODUCTS, SERVICES, AND CONTENT OFFERED THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, PEPTAGEN AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PEPTAGEN NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU PAID TO PEPTAGEN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Indemnification
You agree to defend, indemnify, and hold harmless Peptagen and its affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of this Agreement; (b) your violation of any law or third-party right; (c) the use, storage, or administration of any product you receive through the Platform; or (d) Customer Data you submit to the Platform.
12. Term and Termination
This Agreement takes effect when you first access the Platform and continues until terminated. You may terminate by ceasing all use of the Platform and notifying us. We may suspend or terminate your access at any time, with or without notice, including for any breach of this Agreement or for any other reason in our sole discretion. Sections 6 through 11 and 14 through 16 survive termination.
13. Modifications
We may update this Agreement from time to time by posting a revised version on the Platform and updating the “Effective date” above. Material changes will be communicated through the Platform or by email. Your continued use of the Platform after the effective date of an updated Agreement constitutes acceptance of the changes.
14. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of [State], United States, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in [County], [State], and the parties consent to personal jurisdiction and venue in those courts. Each party waives any right to a jury trial.
15. General Provisions
This Agreement constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior or contemporaneous understandings on that subject. If any provision is held to be unenforceable, the remaining provisions will continue in full force. Our failure to enforce a provision is not a waiver. You may not assign this Agreement without our prior written consent; we may freely assign it. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.
16. Contact
Questions about this Agreement may be sent to support@peptagenbiosciences.com or through our contact form.