terms of sale & use.

01definitions

"AERINO Labs", "we", "us" and "our" mean AERINO LABS LLC, together with its parent, subsidiary and affiliated companies and their owners, members, managers, officers, employees, contractors, agents, suppliers and licensors. Every disclaimer, limitation, indemnity, release and dispute provision in these Terms protects each of them, and each of them may enforce it as an intended third party beneficiary.

"You" means the person accepting these Terms and any organization that person acts for. If you accept on behalf of an organization, you confirm you have authority to bind it. "Products" means the research materials offered on the Site. "Site" means the AERINO Labs website and every page, document and service on it.

02acceptance and record of agreement

These Terms are a binding contract between you and us. You accept them when you pass the researcher verification gate, create an account, or place an order. If you do not agree, do not use the Site.

Each version of these Terms has a version number and an effective date. The version in force when you place an order governs that order. We record the versions you accepted with each order and keep every past version, and we will send you the version that applied to your order on request.

Section 20 requires most disputes to be resolved by individual arbitration, waives jury trials and class actions, and gives you 30 days to opt out. Please read it carefully.

03research use only

Every Product is supplied strictly for in vitro laboratory research by qualified professionals. Products are not drugs, foods, dietary supplements, cosmetics or medical devices. They are not for human or veterinary use of any kind, including administration, ingestion, injection, inhalation or application, and they have not been evaluated or approved by the U.S. Food and Drug Administration to diagnose, treat, cure or prevent any disease.

You are solely responsible for receiving, handling, storing, using and disposing of Products safely, under appropriate institutional oversight and good laboratory practice, and in compliance with every applicable law. You assume all risk that arises from your possession and use of the Products.

04who may buy, and your attestations

The catalog is open only to qualified researchers, laboratories and institutions. You confirm that you are at least 21 years old, that you are buying for legitimate in vitro research, and that every statement you make at the verification gate, at checkout and in any application is true and complete.

Your attestations are a material reason we agree to sell to you, and we rely on them. We may, but are not required to, verify them, and we may ask for documentation such as an institutional affiliation, a description of the research or a signed end use statement. We may refuse, limit, hold, suspend or cancel any order or account at our discretion, including when we cannot verify eligibility.

05no resale, relabeling or diversion

You will not resell, repackage, relabel or distribute any Product to the general public or for any human or veterinary purpose, and you will not describe or market a Product as approved, safe or suitable for any such use. You will not buy on behalf of anyone who does not meet Section 4. Diverting Products to consumer or personal use is a material breach of these Terms, and we may report suspected diversion to the appropriate authorities.

06site use, intellectual property and prohibited conduct

The Site and everything on it, including text, compound descriptions, documents, catalog structure, graphics, the AERINO name and logo and the look of the Site, belong to us or our licensors and are protected by intellectual property law. We give you a limited, revocable, nonexclusive and nontransferable permission to use the Site to evaluate and buy Products for research. No other right is granted.

• Do not scrape, crawl, harvest or use automated tools to access or copy the Site.
• Do not copy, reproduce or republish Site content except as these Terms allow.
• Do not bypass or attempt to bypass the verification gate, the bot check or any other access control.
• Do not interfere with the security or operation of the Site, or reverse engineer any part of it.
• Do not submit false, misleading or someone else's information.
• Do not use the Site in violation of any law.

07no medical advice or efficacy claims

Compound descriptions, research summaries, references to published literature and every other informational page on the Site are provided for scientific reference only. They are not medical, clinical, veterinary or professional advice, they are not a claim or suggestion that any Product is safe, effective or suitable for any human or veterinary use, and you must not rely on them for any such purpose. A reference to published research describes that research only and does not describe our Products or endorse any use of them.

08product identity and certificates of analysis

Each Product is identified by its name, CAS number where one exists and its lot number. Each size of each lot is tested by an independent laboratory, and the certificate of analysis for that lot and size governs its identity and purity. We publish certificates as the laboratory issues them and never alter the results.

Images and illustrations are representative. Descriptions, specifications and prices may contain errors, and we may correct any error at any time, including after you place an order.

09orders, acceptance and payment

Prices are in U.S. dollars and may change without notice. Placing an order is an offer to buy. No card is charged on the Site: after you order, we email a secure payment link from our payment provider. A contract of sale is formed only when we accept your order by dispatching it.

Until dispatch we may correct errors, ask for verification, and refuse, limit or cancel any order for any lawful reason, including after we have confirmed it or sent a payment link. If we cancel an order you have paid for, we refund the amount paid.

You confirm you are authorized to use the payment method you choose and that the information you give us is accurate. You are responsible for any applicable taxes.

10volume pricing and promotions

Volume pricing applies automatically per compound and size as shown on the Site. Promotional codes, including the first order code, are limited to one use per customer and email, cannot be combined with wholesale pricing or other offers unless we say so, have no cash value, and may be changed or withdrawn at any time. We may cancel or reprice an order that uses a code in breach of its conditions, including through multiple accounts or emails.

Subscribe & Save. When you choose Subscribe & Save, the subscribed items are delivered every month at 10% off the price in force on each delivery date, with volume pricing where it applies, until you cancel. Promotional codes do not apply to subscribed items. Your subscription is an ongoing order that renews automatically each month. We will remind you by email before each delivery, and you can skip a delivery, pause, change quantities or cancel at any time in your account, online, with no need to call us. Cancelling stops every future delivery right away; a delivery already created before you cancel is handled like any other order under our Refund Policy. If a price changes, the new price applies only to deliveries after we tell you about it.

Rewards. Points are added for orders once they are delivered and can be redeemed at checkout while signed in, 1,000 points for $5 off, for up to 50% of an order. Bonus points (a welcome bonus with an account's first delivered order, double points on Subscribe & Save items, and a referral bonus when an invited new customer's first order is delivered) follow the same rules, and no referral bonus is paid for inviting yourself, your household or existing customers. A new customer who orders through an invite link or invite code gets $15 off a first order of $50 or more in research compounds; it is one code per order and cannot be combined with other codes. Membership levels are based on what you paid in the last 12 months. Points have no cash value, cannot be transferred or sold, and are removed for orders that are cancelled, refunded or charged back. We may change or end the rewards program at any time, and we may remove points earned through misuse.

11returned payments and chargebacks

If a payment is returned, reversed or charged back, you remain responsible for the full order amount plus a returned payment fee of $35.00 for each occurrence. Where the law allows, you are also responsible for our reasonable costs of collection, including attorney fees.

We may suspend or close your account, cancel open and future orders, hold any shipment and revoke any credit connected with a reversed or disputed payment. Before you dispute a charge with your bank, please contact us at support@aerinolabs.com. Most problems are solved quickly and directly.

12shipping, title and risk of loss

Shipping is governed by our Shipping Policy, which is part of these Terms. Title to the Products and the risk of their loss pass to you when we hand them to the carrier. Any help we offer with a lost, delayed or damaged shipment is described in the Shipping Policy, and anything beyond it is a voluntary accommodation that does not change when risk passed.

13returns and refunds

To protect chain of custody and material integrity, we do not accept returns. Refunds and replacements are available only as described in our Refund Policy, which is part of these Terms.

14store credit

If we issue store credit, it has no cash value, can be used only for Products sold by us, is tied to the account it was issued to and cannot be transferred. Unless the law requires otherwise, we do not pay out credit in cash and are not responsible for unused balances. We may adjust or revoke credit issued by mistake or connected with a payment that is later reversed, disputed or found to be fraudulent.

15disclaimer of warranties

THE PRODUCTS AND THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR RESEARCH USE ONLY. TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM EVERY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTY OF FITNESS FOR HUMAN, VETERINARY, CLINICAL, DIAGNOSTIC OR THERAPEUTIC USE. THE ONLY ASSURANCE WE GIVE ABOUT A PRODUCT IS THE CERTIFICATE BACKED GUARANTEE IN OUR REFUND POLICY. WE DO NOT PROMISE THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE.

Some places do not allow certain warranties to be excluded. There, this section applies to the fullest extent permitted.

16limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS, AND WHATEVER THE LEGAL THEORY (CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), OUR TOTAL LIABILITY FOR ANY CLAIM CONNECTED WITH THE PRODUCTS, THE SITE OR THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE ORDER THAT GAVE RISE TO THE CLAIM.

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION OR LOST RESEARCH, EVEN IF WE WERE TOLD THEY WERE POSSIBLE.

WE WILL NOT BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE CAUSED BY ANY HUMAN OR VETERINARY USE OF A PRODUCT, OR BY ANY USE OUTSIDE THE RESEARCH USE THESE TERMS PERMIT. YOU EXPRESSLY ASSUME ALL RISK OF ANY SUCH USE.

These limits protect everyone included in "we" in Section 1, are an essential part of our agreement, and apply even if a limited remedy fails of its essential purpose. Nothing in these Terms excludes liability that the law does not allow to be excluded.

17indemnification

You will defend, indemnify and hold harmless everyone included in "we" in Section 1 against any claim, demand, proceeding, loss, liability, damage, judgment, settlement, penalty, cost or expense, including reasonable attorney fees and investigation costs, arising from your handling, storage, transfer, resale or misuse of any Product, any human or veterinary use of a Product, any untrue attestation, your breach of these Terms, or your violation of any law or third party right.

We will tell you about any claim covered by this section. We may take over or join the defense at your expense, and you will cooperate with us. You will not settle a claim in a way that imposes an obligation or admission on us without our written consent.

18time limit for claims

To the fullest extent the law allows, any claim connected with the Products, the Site or these Terms must be filed within one year after it arises, or it is permanently barred.

19governing law and venue

These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 20, the state and federal courts located in Hillsborough County, Florida have exclusive jurisdiction, and you consent to their personal jurisdiction.

20dispute resolution, arbitration and class action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

20.1 Informal resolution first. Before starting any arbitration or other proceeding, you agree to send a written Notice of Dispute with your name, contact details, order number, a description of the dispute and the relief you want, to AERINO LABS LLC, [Mailing address for legal notices], Attention: Legal, Notice of Dispute, with a copy to support@aerinolabs.com. We will send any notice to the contact details on your order. Both sides will try in good faith to resolve the dispute for 60 days after the notice is received, and neither may start arbitration before then. This step is a required condition before arbitration, and limitation periods are paused while it runs.

20.2 Agreement to arbitrate. If the dispute is not resolved, any dispute, claim or controversy connected with the Products, the Site or these Terms, including their formation, interpretation, breach, enforcement or termination, will be resolved only by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules as modified by these Terms. The arbitration will be seated in Hillsborough County, Florida, before one arbitrator, and may be held by documents, phone or video where the rules allow. Judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this section.

20.3 Delegation. The arbitrator, not a court, decides every threshold question, including the scope, interpretation, enforceability, formation or unconscionability of this agreement to arbitrate, except that a court decides any challenge to the class action waiver in 20.5.

20.4 Jury waiver. YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

20.5 Class action waiver. YOU AND WE EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any representative proceeding, and may award relief only to the individual party and only as needed for that party's own claim. If this waiver is found unenforceable for a claim, Section 20.2 does not apply to that claim, which must proceed in the courts named in Section 19, and the rest of this section survives.

20.6 Mass filings. If 25 or more substantially similar Notices of Dispute are submitted by or with the help of the same law firm or coordinated group within 90 days, they will be resolved in sequential batches of no more than 50 claimants, with one arbitrator per batch, and both sides will cooperate in good faith to choose bellwether cases and apply the results to the remaining claims where appropriate. Limitation periods are paused for claimants waiting for a later batch.

20.7 Small claims. Either side may bring an individual claim in small claims court in Hillsborough County, Florida or in the county where you live, as long as it stays an individual claim in that court.

20.8 Court relief. Either side may ask the courts named in Section 19 for an injunction or other equitable relief to protect intellectual property, to enforce the eligibility and no diversion terms, or to prevent imminent harm, without giving up the right to arbitrate anything else.

20.9 Your right to opt out. You may opt out of this Section 20 by sending written notice within 30 days after you first accept these Terms, with your name, address, any order number and a clear statement that you opt out of arbitration, to AERINO LABS LLC, [Mailing address for legal notices], Attention: Arbitration Opt Out, or by email to support@aerinolabs.com with "Arbitration Opt Out" in the subject. Opting out affects only Section 20, does not affect any order or account, and will never be held against you.

20.10 Survival. This section survives the end of these Terms and the closing of any account.

21changes to these terms

We may update these Terms. A change applies only going forward: it takes effect on the new version's effective date, governs orders placed on or after that date, and does not apply to orders already placed or to disputes that arose earlier. Using the Site after that date means you accept the new version for future orders. We keep every past version and will provide it on request.

22general terms

• Severability. If a provision is found unenforceable, it will be limited to the minimum extent needed, or removed if it cannot be limited, and the rest of these Terms stays in force. Section 20.5 follows its own rule instead.
• Entire agreement. These Terms, the Shipping Policy, the Refund Policy, the Research Use Policy and the Privacy Policy are the entire agreement between you and us on their subject and replace any earlier understanding. Nothing said in marketing, by email or in informational content changes them.
• No waiver. Not enforcing a provision does not waive it. A waiver counts only if it is in writing and signed by us.
• Assignment. You may not transfer these Terms or any right under them without our written consent. We may transfer them freely, including in a merger, acquisition, reorganization or sale of assets.
• Events beyond our control. We are not responsible for delays or failures caused by events outside our reasonable control, such as natural disasters, epidemics, war, unrest, strikes, carrier or supplier failures, utility or network outages, cyberattacks or government action.
• Notices. We may notify you by email to the address on your order or account, or by posting on the Site. Notices to us go to AERINO LABS LLC, [Mailing address for legal notices] or support@aerinolabs.com, except that a Notice of Dispute or arbitration opt out must follow Section 20.
• Export compliance. You confirm you are not located in, and will not send any Product to, any country or person subject to U.S. embargo, sanctions or export restrictions, and that you will follow every applicable export law.
• Language. If these Terms are provided in another language, the English version controls in case of any difference.
• Survival. Sections 1, 3, 5, 6, 7, 11, 12, 14, 15, 16, 17, 18, 19, 20 and 22 survive the end of these Terms.
• Headings are for convenience only and do not affect how these Terms are read.

23notice to california residents

Under California Civil Code Section 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (800) 952 5210.

24contact

AERINO LABS LLC. [Mailing address for legal notices]. Email: support@aerinolabs.com.