Vylara Labs LLC — Terms and Conditions (Research Division)
VYLARA LABS LLC
TERMS AND CONDITIONS OF SALE, USE, AND ACCESS
(Research Products Division)
Effective Date: January 1, 2026 | Edition 2
These Terms and Conditions of Sale, Use, and Access (these “Terms”) constitute a binding legal agreement between you (“Customer” or “you”) and Vylara Labs LLC, a limited liability company duly organized and existing under the laws of the Federation of Saint Christopher and Nevis, Charlestown, Nevis (Company No. L 24321), having its registered office c/o Dover Corporate Services Ltd, Diamond 1, Carino Development, Hamilton Estate, Nevis (“Vylara”, “Company”, “we”, “us”, or “our”), governing your access to and use of the website operated by Vylara (the “Site”) and the offer, purchase, and supply of any research-use-only products and related services offered through the Site (collectively, the “Products”).
BY ACCESSING THE SITE, BY CLICKING TO ACCEPT THESE TERMS, BY CREATING AN ACCOUNT, OR BY SUBMITTING AN ORDER, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS, INCLUDING THE BINDING ARBITRATION PROVISIONS, CLASS ACTION WAIVER, AND EXCLUSIVE NEVIS FORUM AND CHOICE-OF-LAW PROVISIONS SET FORTH BELOW. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS THE SITE OR PURCHASE ANY PRODUCTS.
1. Place of Contract; Formation; and Tax Situs
1.1 Offer and Acceptance in Nevis.
All Products are offered for sale by Vylara exclusively from its place of business in Nevis. Any order, purchase order, request for quotation, or other communication from you constitutes a mere invitation to treat. No contract for the sale of any Product shall be formed unless and until such order is accepted in writing (including by electronic order confirmation) by Vylara at, and dispatched from, its offices in Nevis.
1.2 Place of Sale.
The Parties expressly agree and stipulate that each sale of Products is made, transacted, and concluded in Nevis. Title to and risk of loss in the Products shall pass from Vylara to Customer in Nevis at the moment that Vylara delivers the Products to a common carrier, freight forwarder, or other third-party logistics provider designated by Vylara, ex works (Incoterms 2020) at Vylara’s Nevis facility or such other Nevis point of dispatch as Vylara may designate. All carriers, freight forwarders, and other shippers shall be deemed agents of the Customer, not of Vylara, for purposes of carriage and delivery.
1.3 Payments Received in Nevis.
All payments for Products are made to, received by, and earned by Vylara in Nevis. Customer acknowledges that any payment processor, merchant bank, or intermediary is acting solely for the convenience of remittance and that the economic and legal situs of the receipt of funds, and of all revenue derived therefrom, is Nevis.
1.4 Tax Status.
Customer acknowledges that Vylara is organized in Nevis and that all sales contemplated by these Terms are intended by the Parties to be Nevis-source transactions. Customer shall be solely responsible for any import duties, sales taxes, value-added taxes, goods and services taxes, harmonized sales taxes, customs charges, and any other taxes, levies, or charges imposed by any jurisdiction outside Nevis in connection with Customer’s importation, receipt, possession, or use of the Products, and Customer shall indemnify and hold Vylara harmless from any such amounts in accordance with Section 12.
1.5 No Local Presence.
Vylara does not maintain any office, branch, agency, fixed place of business, dependent agent, employee, inventory, or other taxable presence outside of Nevis in connection with the Products. The Site is hosted and administered for and on behalf of Vylara as part of its Nevis business operations. Nothing on the Site, in any marketing material, or in any communication shall be construed as creating or evidencing a permanent establishment, branch, or carrying-on of business by Vylara in any jurisdiction other than Nevis.
1.6 CISG Excluded.
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms and from any contract formed hereunder.
2. Eligibility, Customer Qualifications, and Accounts
2.1 Minimum Eligibility.
You represent and warrant that you (and, if you are placing an order on behalf of an entity, such entity): (a) are at least twenty-one (21) years of age (or the age of majority in your jurisdiction of residence, whichever is greater); (b) have full legal capacity and authority to enter into and be bound by these Terms; (c) are not on any list of sanctioned or denied parties maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the United Nations, the European Union, the United Kingdom, Canada, or any other competent governmental authority; and (d) are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions.
2.2 Qualified Research Purchaser.
You further represent, warrant, and covenant that you are a Qualified Research Purchaser. A “Qualified Research Purchaser” is a natural person or legal entity that: (a) is engaged in bona fide in-vitro laboratory research, development, analytical, or educational activities; (b) possesses the scientific training, expertise, facilities, equipment, and standard operating procedures necessary to receive, store, handle, use, and dispose of research chemicals safely and in compliance with all applicable laws; (c) is not a consumer purchasing for personal use; and (d) will use the Products solely and exclusively for the Permitted Purpose described in Section 3 below.
2.3 Accounts.
You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account. You shall promptly notify Vylara of any unauthorized access. Vylara may suspend, restrict, or terminate any account at any time, with or without notice, in its sole discretion.
2.4 Verification.
Vylara may, at its sole discretion, require Customer to provide documentation evidencing qualification, identity, end-use, and intended jurisdiction of use, and may delay, refuse, or cancel any order pending verification. Vylara’s acceptance of any prior order shall not constitute a waiver of its right to require such verification for any subsequent order.
3. Research Use Only – Permitted Purpose and Strict Prohibitions
3.1 Permitted Purpose.
ALL PRODUCTS ARE OFFERED, SOLD, AND SUPPLIED STRICTLY FOR IN-VITRO LABORATORY RESEARCH AND DEVELOPMENT USE ONLY (THE “PERMITTED PURPOSE”). THE PRODUCTS ARE RESEARCH CHEMICALS ONLY. THEY ARE NOT, AND SHALL NOT BE REPRESENTED OR USED AS, DRUGS, MEDICINES, NATURAL HEALTH PRODUCTS, DIETARY SUPPLEMENTS, FOODS, COSMETICS, MEDICAL DEVICES, OR VETERINARY PRODUCTS.
3.2 Strictly Prohibited Uses.
Customer represents, warrants, and covenants that Customer shall NOT, and shall not permit, authorize, encourage, or assist any third party to:
administer, ingest, inject, inhale, insufflate, apply, or otherwise introduce any Product into the body of any human being or animal;
use, distribute, or supply any Product for, or in connection with, the diagnosis, treatment, cure, mitigation, prevention, or alleviation of any disease, condition, symptom, or physiological function in humans or animals;
compound, formulate, repackage, label, or hold out any Product as a drug, medicine, natural health product, dietary supplement, food, cosmetic, medical device, or veterinary product;
resell, redistribute, broker, transfer, gift, supply, or otherwise make available any Product to any person other than authorized personnel of Customer engaged in the Permitted Purpose at Customer’s research facility;
offer any Product for sale through any online marketplace, social media platform, peer-to-peer marketplace, classified advertisement, or to the general public;
represent, advertise, market, or label any Product as fit for human or animal consumption, or as having any therapeutic, prophylactic, cosmetic, performance-enhancing, anti-aging, weight-loss, or similar property or benefit;
use any Product in any clinical trial, investigational study involving human subjects, or in any compounding pharmacy or outsourcing facility operation;
export, re-export, or transship any Product in violation of any applicable export control, sanctions, or customs law; or
use any Product in any manner that is, or could reasonably be expected to be, unlawful, unsafe, or contrary to these Terms.
3.3 Not Regulated as Drug or Health Product.
Customer acknowledges that the Products have not been evaluated, registered, listed, licensed, or approved by Health Canada, the United States Food and Drug Administration, the European Medicines Agency, or any other regulatory authority for any human or animal use. No statement made by Vylara, whether on the Site or otherwise, has been evaluated by any such authority.
3.4 Not a Pharmacy or Healthcare Provider.
Vylara is a supplier of research chemicals. Vylara is not, and does not hold itself out as, a pharmacy, compounding pharmacy, outsourcing facility, drug manufacturer, drug establishment, natural health product licence holder, healthcare provider, prescriber, or dispenser under the laws of Canada, the United States, or any other jurisdiction. No physician-patient, pharmacist-patient, or other healthcare relationship is created by Customer’s use of the Site or purchase of any Product.
3.5 No Medical Advice.
No content on the Site, in any product specification, certificate of analysis, technical literature, or other Vylara communication constitutes medical, pharmaceutical, nutritional, or other professional advice, and none of it shall be relied upon as such.
4. Representations, Warranties, and Covenants of Customer
Customer represents, warrants, and covenants to Vylara, on the date of each order and continuously through the receipt and use of each Product, that:
Customer is a Qualified Research Purchaser as defined in Section 2.2;
Customer is purchasing each Product solely for the Permitted Purpose and not for any prohibited use described in Section 3.2;
Customer is not purchasing any Product for personal consumption, for the consumption of any other person or animal, or for resale, redistribution, or onward supply to any third party;
Customer’s receipt, importation, possession, storage, use, and disposal of the Products will at all times comply with all applicable laws, regulations, ordinances, codes, and rules of every jurisdiction in which Customer operates, including without limitation all occupational health and safety laws, hazardous materials laws, import and customs laws, controlled substances laws, environmental laws, and any laws applicable to research involving chemical or biochemical substances;
Customer has, and will continue to maintain, the scientific qualifications, facilities, equipment, personnel, training, standard operating procedures, and insurance appropriate to its activities involving the Products;
All information provided by Customer to Vylara, including identity, address, end-use, and qualification information, is true, accurate, current, and complete, and Customer will promptly update Vylara of any material change;
Customer is not acting on behalf of, and will not divert any Product to, any sanctioned or restricted party or jurisdiction; and
Customer’s entry into and performance of these Terms does not and will not violate any law applicable to Customer or any agreement, instrument, judgment, order, or decree to which Customer is a party or by which Customer is bound.
These representations, warranties, and covenants are material to Vylara and are a condition of Vylara’s willingness to supply any Product. Any breach of any of the foregoing shall constitute a material breach of these Terms entitling Vylara to (without prejudice to its other rights and remedies) refuse, suspend, or cancel any order, suspend or terminate Customer’s account, and demand the immediate return or destruction of any Product in Customer’s possession.
5. Orders, Pricing, Payment, and Final Sale
5.1 Orders.
All orders constitute an offer by Customer to purchase Products from Vylara in Nevis. Vylara may, in its sole discretion, accept or reject any order, in whole or in part, for any reason or no reason. Vylara reserves the right to limit quantities and to discontinue or modify Products at any time without notice.
5.2 Pricing and Currency.
Prices are displayed in the currency stated at checkout and are exclusive of all taxes, duties, customs charges, shipping fees, insurance, and similar charges, all of which shall be borne by Customer. Prices are subject to change at any time without notice. Typographical, computational, or other errors in pricing or product description do not bind Vylara, and Vylara may correct any such error and cancel any affected order at its discretion.
5.3 Payment.
Payment must be made in full at the time of order in such forms as Vylara may accept from time to time. Customer authorizes Vylara (and its payment processors) to charge the payment method provided for the full purchase price and any related charges. All payments are non-refundable except as expressly required by mandatory law.
5.4 Final Sale.
ALL SALES ARE FINAL. DUE TO THE NATURE OF THE PRODUCTS, NO RETURNS, REFUNDS, EXCHANGES, CHARGEBACKS, OR CREDITS WILL BE PROVIDED, EXCEPT, AT VYLARA’S SOLE DISCRETION, IN THE CASE OF A DOCUMENTED SHIPPING ERROR ATTRIBUTABLE TO VYLARA AND REPORTED IN WRITING WITHIN SEVEN (7) DAYS OF DELIVERY. ANY UNAUTHORIZED CHARGEBACK SHALL CONSTITUTE A MATERIAL BREACH OF THESE TERMS.
SHIPPING CHARGES ARE NON-REFUNDABLE UNDER ALL CIRCUMSTANCES. WHERE VYLARA, IN ITS SOLE DISCRETION, AUTHORIZES A RETURN, A RESTOCKING FEE OF TWENTY-FIVE PERCENT (25%) OF THE PRODUCT PURCHASE PRICE SHALL APPLY AND SHALL BE DEDUCTED FROM ANY CREDIT ISSUED.
6. Shipping, Title, and Risk of Loss
6.1 Ex Works Nevis.
All Products are sold and delivered Ex Works (EXW, Incoterms 2020) Vylara’s Nevis facility (or such other Nevis point of dispatch as Vylara may designate). Title and risk of loss pass to Customer upon delivery of the Products to the carrier in Nevis. Customer is responsible for all shipping, insurance, customs clearance, duties, and importation requirements from that point forward.
6.2 Delivery Times.
Any delivery date, transit time, or ship-by date communicated by Vylara is an estimate only and is not a condition of these Terms. Vylara shall not be liable for any delay in delivery or for any consequence of any such delay.
6.3 Customs and Importation.
Customer is the importer of record and is solely responsible for compliance with all import, customs, labelling, and clearance requirements applicable in the destination jurisdiction. Customer shall not require Vylara to mislabel any shipment or undervalue any Product, and Vylara reserves the right to refuse any such request.
6.4 Force Majeure.
Vylara shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including without limitation acts of God, pandemic or epidemic, war or armed conflict, terrorism, civil unrest, governmental action, embargo, sanctions, customs holds, carrier delays, supply chain disruptions, labor disputes, fire, flood, earthquake, hurricane, or failures of the internet, electricity, or telecommunications networks.
6.5 Non-Refundable Shipping Charges; Restocking Fee.
All shipping, handling, insurance, and freight charges are non-refundable under all circumstances, including in the event of a return authorized by Vylara under Section 5.4. Where Vylara, in its sole discretion, authorizes a return of any Product, a restocking fee of twenty-five percent (25%) of the original Product purchase price shall apply. Any credit or refund issued by Vylara in connection with an authorized return shall reflect deduction of the applicable restocking fee and shall exclude all shipping charges paid by Customer.
7. Disclaimer of Warranties
7.1 AS IS.
THE SITE, ALL CONTENT, AND ALL PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VYLARA, ON BEHALF OF ITSELF AND EACH OF ITS AFFILIATES, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, AND LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.
7.2 No Fitness for Any Use.
WITHOUT LIMITING THE FOREGOING, VYLARA SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT ANY PRODUCT IS SAFE, EFFECTIVE, OR FIT FOR ANY HUMAN OR ANIMAL USE, MEDICAL USE, THERAPEUTIC USE, DIAGNOSTIC USE, COSMETIC USE, FOOD USE, OR CONSUMPTION OF ANY KIND. VYLARA HAS NOT TESTED THE PRODUCTS FOR ANY SUCH USE.
7.3 Site Availability.
Vylara does not warrant that the Site will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Site or its server is free of viruses or other harmful components.
7.4 Survival of Disclaimers.
The disclaimers in this Section 7 shall apply to the fullest extent permitted by applicable law and shall survive any termination of these Terms or any rejection of acceptance by Customer of any Product.
8. Limitation of Liability
8.1 Exclusion of Indirect Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VYLARA OR ANY OF ITS AFFILIATES, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “VYLARA PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, AGGRAVATED, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITY, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STATUTE, STRICT LIABILITY, OR OTHERWISE), EVEN IF VYLARA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Aggregate Cap.
THE AGGREGATE LIABILITY OF THE VYLARA PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, AND/OR ANY PRODUCT, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNT ACTUALLY PAID BY CUSTOMER TO VYLARA FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM IN THE NINETY (90) DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
8.3 Essential Basis.
Customer acknowledges that the limitations of liability and disclaimers of warranty in these Terms are a fundamental element of the basis of the bargain between Vylara and Customer, that Vylara would not supply the Products on the terms set forth herein without such limitations, and that they shall apply notwithstanding the failure of essential purpose of any limited remedy.
8.4 Statute of Limitations.
Any cause of action by Customer arising out of or relating to these Terms, the Site, or any Product must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.
9. Assumption of Risk; Acknowledgement of Hazards
Customer acknowledges that research chemicals, including the Products, may involve inherent hazards, including chemical, biological, physical, and toxicological hazards, and that the safety, efficacy, biological activity, toxicity, and physiological effects of the Products have not been characterized for any in-vivo use. Customer expressly assumes all risk arising out of or relating to the receipt, importation, storage, handling, use, disposal, and destruction of the Products. Customer is solely responsible for ensuring that all persons coming into contact with the Products at Customer’s facility have been adequately trained and are equipped with appropriate personal protective equipment and engineering controls.
10. Intellectual Property
10.1 Ownership.
The Site and all Content, including all text, graphics, images, logos, trademarks, trade names, trade dress, product descriptions, certificates of analysis, technical literature, software, and other materials made available through the Site, are owned by or licensed to Vylara and are protected by copyright, trademark, and other intellectual property and proprietary rights laws of Nevis and other jurisdictions.
10.2 Limited License.
Subject to your continuing compliance with these Terms, Vylara grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site, and to download or print a single copy of Content solely for your internal, non-commercial research reference, provided that you do not modify the Content or remove any proprietary notices. All rights not expressly granted are reserved.
10.3 Restrictions.
You shall not, and shall not permit any third party to: (a) reproduce, distribute, publish, transmit, license, sell, or commercially exploit any Content; (b) reverse engineer, decompile, disassemble, or attempt to derive source code from any software made available through the Site; (c) use any data mining, robot, scraping, or similar data gathering or extraction method; or (d) use the Site in any unlawful, misleading, or harmful manner.
10.4 No Patent License.
Nothing in these Terms or any Vylara communication grants any license, express or implied, under any patent, patent application, or other intellectual property right of Vylara or any third party. The sale of any Product does not authorize use of any patented method, process, composition, or apparatus.
10.5 Feedback.
If you provide Vylara with any suggestions, comments, or other feedback relating to the Products or the Site, you hereby grant Vylara a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and exploit such feedback for any purpose, without attribution or compensation.
11. Compliance with Law; Export Controls; Sanctions
11.1 Compliance Generally.
Customer shall comply with all applicable laws, regulations, and governmental requirements in connection with its purchase, importation, possession, storage, use, distribution, and disposal of the Products, including without limitation the Food and Drugs Act (Canada), the Natural Health Products Regulations (SOR/2003-196), the Federal Food, Drug, and Cosmetic Act (United States), the Controlled Substances Act (United States), the Customs Act (Canada), the Tariff Act (United States), the Export and Import Permits Act (Canada), the Export Administration Regulations (United States), the International Traffic in Arms Regulations (United States), and all sanctions and embargo programs administered by Canada, the United States, the United Nations, the European Union, and the United Kingdom.
11.2 Customer Determination.
Customer is solely responsible for determining whether the Products may lawfully be imported, possessed, used, and disposed of in the jurisdictions in which Customer operates, and for obtaining any required permit, licence, registration, or other authorization. Vylara makes no representation as to the regulatory status of any Product outside Nevis.
11.3 Diversion Prohibited.
Customer shall not, directly or indirectly, divert, transship, export, re-export, or otherwise transfer any Product to (a) any sanctioned or restricted party or jurisdiction, (b) any party Customer knows or has reason to suspect will use the Product for any prohibited purpose, or (c) any consumer or member of the general public.
12. Indemnification
12.1 Customer’s Indemnity.
Customer shall, to the maximum extent permitted by applicable law, defend, indemnify, and hold harmless Vylara and each of the other Vylara Parties (collectively, the “Indemnitees”) from and against any and all claims, demands, actions, suits, proceedings, investigations, inquiries, complaints, charges, judgments, awards, settlements, fines, penalties, sanctions, assessments, taxes, duties, customs charges, losses, liabilities, damages (whether direct, indirect, incidental, consequential, special, exemplary, or punitive), costs, and expenses (including reasonable attorneys’, expert witness, accountants’, and other professional fees and court costs) (collectively, “Losses”) of every kind and nature whatsoever, whether known or unknown, arising out of, relating to, resulting from, or in connection with, directly or indirectly:
any breach or alleged breach by Customer of these Terms, including without limitation any breach of any representation, warranty, or covenant set forth in Section 2, Section 3, Section 4, or Section 11;
any use, misuse, handling, storage, possession, importation, exportation, disposal, distribution, resale, or onward supply of any Product by Customer or any person to whom Customer has supplied or made available any Product (whether or not authorized by Customer);
any administration, ingestion, injection, inhalation, application, or other introduction of any Product into the body of any human being or animal, regardless of whether such conduct was authorized by Customer and regardless of any negligence on the part of any Indemnitee (other than the sole gross negligence or willful misconduct of such Indemnitee);
any personal injury, illness, disability, or death, or any property damage, sustained by Customer, Customer’s personnel, or any third party arising out of or in connection with the Products;
any claim by any governmental authority, regulator, payment processor, acquirer, card network, or self-regulatory organization arising out of Customer’s conduct, transactions, or use of the Products;
any chargeback, dispute, or reversal initiated by Customer or any cardholder, and any associated fees, fines, or assessments;
any allegation that Customer’s use of any Product infringes, misappropriates, or violates any intellectual property right, privacy right, publicity right, or contractual right of any third party;
any violation by Customer of any applicable law, regulation, ordinance, code, rule, permit, or order, including without limitation any health, drug, food, customs, import, export, sanctions, controlled substances, consumer protection, advertising, environmental, or occupational health and safety law; and
any tax, duty, levy, or charge of any kind imposed by any jurisdiction outside Nevis in connection with Customer’s receipt, importation, possession, or use of any Product.
12.2 Defense and Control.
Upon written notice from Vylara, Customer shall, at Customer’s sole cost and expense, promptly assume and conduct the defense of any claim subject to indemnification hereunder with counsel selected by Customer and reasonably acceptable to Vylara. Notwithstanding the foregoing, Vylara may at any time elect, in its sole discretion, to assume and control the defense of any such claim with counsel of its own choosing at Customer’s sole cost and expense, in which case Customer shall cooperate fully with Vylara in such defense. Customer shall not settle, compromise, or consent to the entry of any judgment in respect of any claim without Vylara’s prior written consent (not to be unreasonably withheld) unless the settlement (a) involves only the payment of money damages that are fully paid by Customer, (b) includes a complete and unconditional release of the Indemnitees, and (c) contains no admission of fault, liability, or wrongdoing by any Indemnitee.
12.3 Notice and Cooperation.
Vylara shall provide Customer with reasonably prompt notice of any claim for which indemnification is sought; provided, however, that any failure or delay in providing such notice shall not relieve Customer of its obligations hereunder except to the extent (and only to the extent) that Customer is materially prejudiced thereby. Customer shall cooperate in good faith with Vylara in connection with the defense of any such claim, including by making available relevant personnel, records, and information.
12.4 Survival; Independent Obligation.
The indemnification obligations in this Section 12 are independent of, and in addition to, all other rights and remedies of Vylara, and shall survive the expiration or termination of these Terms, the completion of any sale, and the use, exhaustion, or destruction of any Product. Customer’s indemnification obligations shall not be limited by, and shall not be deemed to be reduced or offset by, the limitation of liability set forth in Section 8 or any other provision of these Terms.
12.5 Insurance.
Customer shall maintain commercially reasonable insurance coverage appropriate to its activities involving the Products, including without limitation general liability, products liability (to the extent applicable), and professional liability coverage, and shall provide Vylara with evidence of such coverage upon request.
13. Suspension and Termination
13.1 By Vylara.
Vylara may, at any time, in its sole discretion, and with or without notice or cause, suspend, restrict, or terminate Customer’s access to the Site, Customer’s account, and/or any order, including without limitation if Vylara reasonably suspects any breach of these Terms or any fraudulent, unlawful, or unsafe activity.
13.2 Effect of Termination.
Upon termination, all licenses granted to Customer shall immediately cease, and Customer shall promptly discontinue all use of the Site and Content. Sections 1, 3, 4, 6, 7, 8, 9, 10, 11, 12, 14, 15, and any other provisions which by their nature should survive, shall survive any termination of these Terms.
14. Governing Law; Exclusive Jurisdiction; Dispute Resolution
14.1 Governing Law.
These Terms, and any and all matters arising out of or relating to these Terms, the Site, the Products, the relationship between the Parties, or any non-contractual obligations arising out of or in connection with the foregoing, shall be governed by, construed in accordance with, and enforced under the substantive laws of the Federation of Saint Christopher and Nevis (in particular, the laws applicable in the island of Nevis), without giving effect to any choice-of-law or conflict-of-laws rule or principle (whether of Nevis or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Nevis. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
14.2 Exclusive Forum.
Subject to Section 14.3 and Section 14.4, the Parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Nevis (including the Eastern Caribbean Supreme Court sitting in Nevis) for the purpose of any action, suit, or proceeding arising out of or relating to these Terms, the Site, the Products, or the relationship between the Parties (each, a “Dispute”). The Parties irrevocably and unconditionally waive any objection that any Dispute brought in such court has been brought in an inconvenient forum or that such court does not have personal or subject-matter jurisdiction. Customer covenants and agrees not to commence, prosecute, or maintain any Dispute in any court or forum other than the courts of Nevis (and any arbitral tribunal seated in Nevis pursuant to Section 14.3), and Customer agrees that any judgment obtained in violation of this Section may be enforced against Customer in any jurisdiction in which Customer or its assets are located.
14.3 Arbitration at Vylara’s Election.
Notwithstanding Section 14.2, Vylara may, at its sole option and election, require that any Dispute be finally resolved by binding arbitration seated in Charlestown, Nevis, administered under the rules of arbitration in force in Nevis at the time of commencement of the arbitration, before a single arbitrator. The language of the arbitration shall be English. Judgment upon any award rendered may be entered in any court of competent jurisdiction. The Parties agree that the arbitration proceedings and any award shall be confidential.
14.4 Vylara’s Right to Seek Equitable Relief.
Notwithstanding anything to the contrary in this Section 14, Vylara may at any time seek injunctive, provisional, or other equitable relief, or commence proceedings to enforce any judgment or award, in any court of competent jurisdiction worldwide, including without limitation any jurisdiction in which Customer or any of Customer’s assets is located, in order to protect Vylara’s rights or to enforce these Terms.
14.5 Class Action and Jury Trial Waiver.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) ANY DISPUTE SHALL BE BROUGHT SOLELY IN CUSTOMER’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING; AND (B) EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY DISPUTE.
14.6 Service of Process.
Customer consents to service of process by registered or certified mail, return receipt requested, or by international courier, addressed to Customer at the address provided to Vylara at the time of order (or such other address as Customer may have subsequently provided in writing), and agrees that such service shall be effective service of process for any Dispute. Customer further consents to service of process effected through any means permitted by the laws of Nevis.
14.7 Customer Acknowledgement.
Customer acknowledges that these governing law, forum, and dispute resolution provisions are a material inducement to Vylara entering into these Terms and supplying the Products, and that Vylara would not do so on the terms set forth herein in the absence of these provisions. Customer has had the opportunity to seek independent legal advice with respect to these Terms.
14.8 Access from Other Jurisdictions.
Customer accesses the Site and purchases Products at Customer’s own risk and is solely responsible for compliance with the laws of any jurisdiction in which Customer is located. The fact that the Site may be accessible from a particular jurisdiction shall not be construed as Vylara conducting business in, or as Vylara availing itself of the laws or jurisdiction of, that jurisdiction.
15. General Provisions
15.1 Entire Agreement.
These Terms, together with any policies expressly incorporated herein by reference (including any Research Use Policy and Privacy Policy posted on the Site), constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral. Any pre-printed terms on any purchase order or other ordering document of Customer are rejected and shall be of no force or effect.
15.2 Amendment.
Vylara may amend these Terms from time to time by posting a revised version on the Site. The revised Terms shall be effective upon posting (or such later date as Vylara may specify) and shall apply to all subsequent orders. Customer’s continued use of the Site or placement of any order following posting constitutes acceptance of the revised Terms.
15.3 No Waiver.
No failure or delay by Vylara in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of any right or remedy. Any waiver must be in writing signed by Vylara.
15.4 Severability.
If any provision of these Terms is held invalid, illegal, or unenforceable in any respect under the law of any jurisdiction, (a) such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had been modified to the minimum extent necessary to render it valid and enforceable, and (b) such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction. Without limiting the foregoing, if any court of competent jurisdiction determines that the exclusive choice of Nevis as governing law or forum is unenforceable as to any particular Dispute, then as to that Dispute the governing law and exclusive forum shall be the State of Delaware, United States of America, and the Parties consent to the jurisdiction of the state and federal courts located in Wilmington, Delaware.
15.5 Assignment.
Customer shall not assign, delegate, or otherwise transfer any of Customer’s rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without Vylara’s prior written consent, and any purported assignment in violation of this Section shall be null and void. Vylara may freely assign, transfer, or delegate any of its rights or obligations under these Terms. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
15.6 Relationship of the Parties.
The Parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.
15.7 Third-Party Beneficiaries.
Except for the Indemnitees (who are intended third-party beneficiaries of Section 12), there are no third-party beneficiaries of these Terms.
15.8 Notices.
Notices to Vylara shall be in writing and delivered to Vylara Labs LLC, c/o Dover Corporate Services Ltd, Diamond 1, Carino Development, Hamilton Estate, Nevis, with a copy by email to such address as Vylara may publish on the Site. Notices to Customer may be delivered to the contact information provided by Customer in connection with Customer’s order or account.
15.9 Headings; Interpretation.
Section headings are for convenience only and shall not affect the interpretation of these Terms. The words “including,” “include,” and “includes” shall be deemed to be followed by “without limitation.” The rule of construction that ambiguities are to be resolved against the drafter shall not apply to these Terms.
15.10 Language.
These Terms are drafted and executed in the English language. If Vylara provides a translation of these Terms in any other language, such translation is provided for convenience only and the English-language version shall prevail in the event of any inconsistency.
15.11 Electronic Acceptance and Records.
Customer agrees that Vylara may rely on Customer’s electronic acceptance (including by clicking “I agree,” placing an order, or otherwise transmitting acceptance electronically) as a valid and binding signature, and Customer agrees that electronic records of orders, communications, and acceptance shall be admissible as evidence in any proceeding to the same extent as original paper records.
16. Regulatory Disclaimer
The statements made on the Site and in any Vylara communication have not been evaluated by Health Canada, the U.S. Food and Drug Administration, or any other regulatory authority. The Products are not intended to diagnose, treat, cure, mitigate, or prevent any disease or condition. All Products are supplied for in-vitro laboratory research and development use only and are not intended for human or animal consumption or for any medical, therapeutic, diagnostic, cosmetic, veterinary, or food use.
Vylara is a supplier of research chemicals and is not a pharmacy, compounding pharmacy, outsourcing facility, drug manufacturer, drug establishment, natural health product licensee, or healthcare provider under the laws of Canada, the United States, or any other jurisdiction.
17. Contact
Questions regarding these Terms may be submitted through the Site’s contact form or to:
Vylara Labs LLC
c/o Dover Corporate Services Ltd
Diamond 1, Carino Development
Hamilton Estate, Nevis
Federation of Saint Christopher and Nevis
CUSTOMER ACKNOWLEDGEMENT
BY PROCEEDING TO ACCESS THE SITE, CREATE AN ACCOUNT, OR PLACE AN ORDER, CUSTOMER ACKNOWLEDGES THAT CUSTOMER (I) HAS READ AND UNDERSTANDS THESE TERMS IN THEIR ENTIRETY; (II) IS A QUALIFIED RESEARCH PURCHASER AS DEFINED HEREIN; (III) WILL USE THE PRODUCTS SOLELY FOR THE PERMITTED PURPOSE AND WILL NOT RESELL, REDISTRIBUTE, OR ADMINISTER ANY PRODUCT TO ANY HUMAN OR ANIMAL; (IV) AGREES TO THE EXCLUSIVE GOVERNING LAW, JURISDICTION, AND FORUM OF NEVIS; AND (V) AGREES TO THE BROAD INDEMNIFICATION OBLIGATIONS, DISCLAIMERS OF WARRANTY, AND LIMITATIONS OF LIABILITY SET FORTH HEREIN.
