Terms of Service

These Terms of Service (these “Terms”) form a legally binding agreement between you and [ENTITY_NAME](“Ascend Bio Labs,” “we,” “us,” or “our”). They govern your access to and use of ascendbiolabs.com and any related subdomains, pages, APIs, services, features, and content (collectively, the “Site”) and every purchase of any product from us (each, a “Product”).

By clicking “I agree” during account creation or checkout, by completing a purchase, or by otherwise accessing or using the Site, you acknowledge that you have read, understood, and agreed to be bound by these Terms, our Privacy Policy, our Research Use Only Disclaimer, our Shipping Policy, our Return & Refund Policy, our Acceptable Use Policy, and our Cookie Policy, each of which is incorporated by reference into these Terms. If you do not agree, do not use the Site.

Section 19 (Dispute Resolution, Binding Arbitration & Class Action Waiver) contains an arbitration agreement and a waiver of class actions that affects how disputes between you and us are resolved. Please read it carefully.

To access the Site or purchase any Product, you represent and warrant that all of the following are true:

1. You are at least 18 years of age (or the age of majority in your jurisdiction, if higher) and have the legal capacity to enter into a binding contract.
2. You are purchasing for delivery to an address within the 50 United States or the District of Columbia. We do not ship internationally or to APO/FPO addresses at this time.
3. You are not located in a jurisdiction (country, state, or locality) where the purchase, possession, or use of the Products you are ordering is prohibited, and you are not listed on any U.S. government list of prohibited or denied parties (including, without limitation, the OFAC Specially Designated Nationals list).
4. You are a qualified researcher or are otherwise affiliated with a laboratory, academic institution, university, or research-based facility that lawfully uses research chemicals for in-vitro investigation (see Section 9, Researcher Affiliation Warranty).
5. You are purchasing solely for in-vitro laboratory research by qualified professionals and not for resale, distribution, repackaging, relabeling, or administration to any human or animal.
6. All information you provide to us (including name, email, shipping and billing address, and payment information) is accurate, current, and complete, and you will keep it updated.

We reserve the right to refuse service, terminate accounts, cancel orders, and ban purchasers for any reason or no reason, including but not limited to any reason to believe that any of the foregoing representations is or has become untrue.

All products sold on this site are intended strictly and exclusively for in-vitro laboratory research by qualified professionals. They are not drugs, not dietary supplements, not foods, not cosmetics, not medical devices, and not for human or animal consumption under any circumstances. They are not FDA-approved to diagnose, treat, cure, prevent, or mitigate any disease.

The full Research Use Only Disclaimer is available at /legal/disclaimer and is incorporated into these Terms. You agree to read and abide by it.

We attempt to describe our Products accurately, including their chemical identity, mass, purity, sequence (where applicable), and storage requirements. However, we do not warrant that any Product description, specification, image, chemical characterization, certificate of analysis, price, availability, or other content on the Site is accurate, complete, reliable, current, or error-free. We reserve the right to correct errors, inaccuracies, or omissions at any time without prior notice.

Nothing on the Site should be read as a therapeutic, medical, diagnostic, or efficacy claim. Mentions of structural, functional, or mechanistic properties are included solely to characterize the research chemical being sold and are not claims of effect in humans or animals. If you believe anything on the Site could be interpreted as such a claim, please contact us so we can review and correct it.

Shipping terms are described in our Shipping Policy. Unless we agree otherwise in writing, title and risk of loss pass to you when the Product is tendered to the carrier at our facility. Lost, damaged, or stolen packages are handled per the Shipping Policy.

Cancellations are permitted before the Product is tendered to the carrier and are governed by our Return & Refund Policy.

Once a Product has been handed off to the carrier, all sales are final. Because we cannot verify chain of custody, storage conditions, or contamination once a research chemical leaves our facility, we do not accept returns. Refunds for verifiably lost or wrong-shipped Products are handled per the Return & Refund Policy.

If you believe there is a problem with your order, you agree to contact us first at [support@ascendbiolabs.com] and give us a reasonable opportunity to resolve it before initiating a chargeback or payment dispute with your bank, card issuer, or payment processor. Initiating a chargeback without first contacting us in good faith is a material breach of these Terms.

You agree that a chargeback initiated in bad faith — including any chargeback for a Product that was in fact delivered, any “friendly fraud” dispute, any chargeback based on a claim inconsistent with our Return & Refund Policy, or any chargeback filed without first contacting us — constitutes fraud and authorizes us, at our sole discretion, to:

• permanently terminate your account and ban your payment method and shipping address from all future purchases;
• report the fraudulent chargeback to the payment processor, card network, fraud-prevention databases, and, where appropriate, law enforcement;
• pursue collection of the disputed amount plus any chargeback fees, representment fees, processor fees, collection costs, and reasonable attorneys' fees; and
• refuse service to anyone reasonably associated with the fraudulent chargeback, including alternate accounts, shipping addresses, or payment methods.

You represent and warrant that you are affiliated with a laboratory, academic institution, university, or other research-based facility, or are otherwise a qualified professional, in each case lawfully engaged in in-vitro research with the Products being purchased.

We reserve the right, at our sole discretion, to conduct reasonable due-diligence screening to verify the accuracy of the information you provide — including, for example, requesting affiliation documentation, cross-referencing public registries, or contacting the institution you identify. We may delay, condition, or refuse fulfillment of any order pending the outcome of such screening.

Any purchase by a person who does not in fact have the affiliation or qualification represented, or who intends to use Products for any purpose other than lawful in-vitro laboratory research, constitutes a fraudulent inducement of sale and a material breach of these Terms. We reserve the right to add any such person, payment method, or shipping address to an internal refused-sales list, and every order is checked against that list.

If any communication between you and us leads us to reasonably believe that you intend to use any Product for a purpose other than lawful in-vitro research, we will cancel pending orders, refund unfulfilled amounts (subject to processing costs), and refuse future sales. You will receive a refusal-of-sale notice to the email address on file.

You further represent, warrant, and covenant that you will comply with all federal, state, local, and foreign laws, regulations, and guidance applicable to your purchase, possession, handling, storage, use, and disposal of the Products, including without limitation:

• the Federal Food, Drug, and Cosmetic Act (the “FFDCA”), including Sections 404, 505, and 512, and the prohibition on introducing adulterated or misbranded articles into interstate commerce;
• the Toxic Substances Control Act (“TSCA”) — you are solely responsible for determining whether a Product is on the TSCA inventory and for complying with any applicable TSCA requirements in your jurisdiction and use case;
• the Controlled Substances Act and any analogous state or local scheduling rules;
• OSHA, GLP, GMP, and any other standards governing laboratory safety, hazard communication, storage, and disposal applicable to your facility;
• U.S. export control laws, sanctions (including OFAC), and anti-boycott regulations.

You agree that you bear sole responsibility for determining the hazards of any Product and for conducting any further research necessary to safely handle and dispose of it. We do not provide safety data sheets, reconstitution instructions, dosing guidance, or administration guidance, and you agree not to rely on the absence of such information as an implied representation of safety or suitability.

You agree that you will not:

• use, consume, ingest, inject, inhale, apply to, or otherwise administer any Product to any human being or animal;
• resell, re-sell, re-brand, repackage, relabel, or redistribute any Product in any form;
• combine, compound, dilute, reconstitute, or formulate any Product for administration to any human or animal;
• make any therapeutic, medical, diagnostic, or efficacy claim about any Product, whether in marketing, product reviews, social media, or any other channel;
• use any Product in a manner inconsistent with applicable federal, state, or local law;
• remove, alter, or obscure any label, lot number, or identifier on any Product;
• use the Site or any Product to manufacture or distribute any article intended for human or animal consumption;
• access, scrape, reverse-engineer, or copy the Site or its content other than as expressly authorized (see our Acceptable Use Policy).

Some features of the Site require you to register an account, which we provide through a third-party identity provider (Clerk). You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized access. We are not liable for any loss or damage arising from your failure to protect your credentials.

You may not create multiple accounts, share an account with another person, or transfer your account to another person. We may suspend or terminate your account at any time, with or without notice, for any reason consistent with these Terms.

The Site and all of its content — including text, graphics, logos, icons, images, photographs, product descriptions, certificates of analysis, software, and the arrangement and compilation of the foregoing (collectively, the “Site Content”) — is owned by us or our licensors and is protected by U.S. and international copyright, trademark, and other intellectual property laws. “Ascend Bio Labs” and our logos are our trademarks; all other trademarks are the property of their respective owners.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and view the Site Content solely for your personal research evaluation of Products. You may not copy, reproduce, distribute, publish, sell, license, create derivative works from, publicly display, or otherwise exploit any Site Content without our prior written consent, except for normal in-browser caching and a single printed copy for your personal reference.

If you submit reviews, comments, questions, images, or other content to the Site (“User Content”), you grant us a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in any media now known or later developed, for any lawful purpose, without compensation to you.

You represent that you own or have the necessary rights to the User Content you submit, that it does not violate the rights of any third party, and that it does not make any prohibited claim (including any therapeutic, diagnostic, or efficacy claim about any Product). We may, but are not obligated to, review, moderate, edit, or remove User Content at any time for any reason.

The Site may contain links to, or integrate with, third-party websites, products, and services — including identity and authentication (Clerk), commerce infrastructure (Medusa), hosting (Vercel, Render, Cloudflare R2), payment processing, analytics (Google Tag Manager), marketing (Klaviyo), and error monitoring (Sentry). We do not control and are not responsible for any third-party website or service, and your use of any such third party is subject to that third party's own terms and policies.

The site, the site content, and all products are provided on an “as is” and “as available” basis, with all faults, and without any warranty of any kind. To the fullest extent permitted by applicable law, we disclaim all warranties, express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, and quiet enjoyment, and any warranty arising out of course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, we make no representation or warranty that any product is safe, effective, pure, potent, or suitable for any purpose, that the site will be uninterrupted, secure, or error-free, that the site content will be accurate, complete, or current, or that any defects in any product or the site will be corrected.

Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to you.

To the fullest extent permitted by applicable law, in no event will Ascend Bio Labs or its affiliates, officers, directors, employees, agents, suppliers, licensors, or service providers be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, use, goodwill, or business opportunities, arising out of or relating to these terms, the site, any product, or any act or omission of any of them, whether based in contract, tort (including negligence), strict liability, or any other theory of liability, and whether or not we have been advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to these terms, the site, any product, or any act or omission of ours, under any theory of liability, is limited to the greater of (a) the amount you actually paid to us for the specific product giving rise to the claim in the twelve (12) months before the event giving rise to liability, or (b) one hundred U.S. dollars ($100).

You acknowledge that the limitations in this Section are a material basis of the bargain between you and us and that we would not offer the Site or any Product on these Terms without them. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

You agree to defend, indemnify, and hold harmless Ascend Bio Labs, its affiliates, and each of their officers, directors, employees, agents, suppliers, licensors, and service providers (collectively, the “Indemnitees”) from and against any and all claims, suits, actions, demands, proceedings, liabilities, damages, losses, penalties, fines, judgments, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• your breach of these Terms (including any incorporated policy);
• your violation of any law, regulation, or third-party right;
• your use, misuse, handling, storage, disposal, or onward transfer of any Product;
• any administration of any Product to any human or animal by you or at your direction;
• any User Content you submit; or
• any misrepresentation you make to us, including any misrepresentation about your qualifications, affiliation, or intended use of any Product.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Please read this Section carefully. It requires you and Ascend Bio Labs to resolve most disputes through individual, binding arbitration and waives your right to a trial by jury and to participate in a class action.

These Terms are governed by and construed in accordance with the laws of the State of [GOVERNING_LAW_STATE], without regard to its conflict-of-laws principles, and, to the extent applicable, the laws of the United States. To the extent any dispute is not subject to arbitration under Section 19, the state and federal courts located in [COUNTY, STATE] will have exclusive jurisdiction and venue, and you consent to personal jurisdiction in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

We will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, riots, strikes, labor actions, governmental actions, embargoes, sanctions, customs holds, carrier delays, internet or utility outages, supply chain disruptions, or shortages of materials or labor. If such an event prevents us from fulfilling an order, we will use commercially reasonable efforts to resume performance promptly and will refund any amounts paid for Products we cannot deliver.

You may not assign or transfer these Terms or any of your rights or obligations under them, by operation of law or otherwise, without our prior written consent; any attempted assignment without such consent will be void. We may assign these Terms, in whole or in part, without restriction and without notice to you.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. These Terms, together with the documents incorporated by reference, constitute the entire agreement between you and us regarding the Site and Products, and supersede all prior or contemporaneous communications and proposals. Section headings are for convenience only and have no legal effect. Our failure to enforce any right or provision is not a waiver of that right or provision.

We may modify these Terms at any time. When we do, we will post the updated Terms here with a new “Last updated” date and, for material changes, provide additional notice (such as an email to the address on file or a prominent notice on the Site). Your continued use of the Site or purchase of any Product after the effective date of the updated Terms constitutes your acceptance of them. If you do not agree, your sole remedy is to stop using the Site.

We may suspend or terminate your access to the Site, cancel any pending order, and refuse any future order, at any time, for any reason, with or without notice. On termination, all provisions of these Terms that by their nature should survive — including Sections 7 (Returns), 8 (Chargeback), 10 (Regulatory Compliance), 13 (Intellectual Property), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), 19 (Arbitration), 20 (Governing Law), and this Section 25 — will survive.

Legal notices to us must be sent in writing to: [ENTITY_NAME], Attn: Legal, [REGISTERED_ADDRESS], with a copy by email to [legal@ascendbiolabs.com]. For general support, contact [support@ascendbiolabs.com]. For privacy requests, contact [privacy@ascendbiolabs.com]. For copyright claims, see our DMCA Copyright Policy.