SP RESEARCH BOUTIQUE LLC

An Oklahoma Limited Liability Company

IMPORTANT — READ CAREFULLY. This is a legally binding contract. By clicking "I Agree" you waive substantial legal rights including the right to a jury trial and to participate in a class action. If you do not understand any provision, do not accept. You are encouraged to consult independent legal counsel.

Recitals

This Customer Acknowledgment, Release, Indemnification, and Arbitration Agreement (this "Agreement") is entered into between SP Research Boutique LLC, an Oklahoma limited liability company duly formed under the Oklahoma Limited Liability Company Act, Okla. Stat. tit. 18, §§ 2000–2060 (the "Company"), and the customer accepting this Agreement ("Customer"). The Company sells research-grade chemical compounds and laboratory supplies (collectively, the "Products") exclusively for non-clinical, in vitro laboratory research.

NOW, THEREFORE, in consideration of the Company's agreement to sell Products to Customer and other good and valuable consideration, the parties agree as follows:

1. Definitions

1.1 "Claim" means any and all claims, demands, actions, causes of action, suits, proceedings, debts, contracts, controversies, agreements, promises, damages, judgments, executions, liabilities, costs, expenses, and attorneys' fees of every kind, whether at law or in equity, known or unknown.

1.2 "Released Parties" means the Company and each of its present and former members, managers, officers, directors, employees, agents, representatives, contractors, suppliers, insurers, attorneys, successors, and assigns.

1.3 "Research Use Only" means use solely for non-clinical, in vitro laboratory research consistent with 21 C.F.R. § 312.7 and 21 C.F.R. § 809.10(c)(2)(i), and not for any clinical, diagnostic, therapeutic, prophylactic, cosmetic, food, dietary supplement, or in vivo human or veterinary use.

2. Nature of Products; FDA and Regulatory Disclosure

2.1 Research Use Only. The Products are sold strictly for Research Use Only. The Products are not intended, and shall not be used, for human or veterinary administration, ingestion, injection, inhalation, topical application, or any other in vivo use.

2.2 No FDA, DEA, or State Approval. Customer acknowledges that the Products: (a) have not been evaluated, reviewed, approved, cleared, or licensed by the United States Food and Drug Administration ("FDA"), the United States Drug Enforcement Administration, the Oklahoma State Board of Pharmacy, the Oklahoma Department of Health, or any other federal, state, local, or foreign regulatory agency; (b) are not "drugs," "new drugs," "investigational new drugs," "approved drugs," "biologics," "medical devices," "dietary supplements," "foods," or "cosmetics" as defined in the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 321 et seq.; and (c) are not labeled, packaged, or marketed for any therapeutic, diagnostic, prophylactic, or other medical purpose.

2.3 No Therapeutic Claims. The Company makes no claim, representation, warranty, or promise that the Products will diagnose, cure, mitigate, treat, or prevent any disease, condition, injury, or impairment, or that the Products are safe or effective for any in vivo use.

2.4 No Professional Relationship. Nothing in the parties' relationship creates a physician-patient, pharmacist-customer, or other regulated professional relationship.

2.5 Evolving Regulatory Landscape. Customer acknowledges that the legal and regulatory framework governing research compounds is complex, evolving, and may differ between jurisdictions. Customer assumes the sole responsibility for determining the legality of purchasing, possessing, transporting, storing, and using the Products in Customer's jurisdiction.

3. Customer Representations and Warranties

Customer represents, warrants, and covenants that:

(a) Age and Capacity. Customer is at least twenty-one (21) years of age and possesses full legal capacity to enter into this Agreement.

(b) Qualified Buyer. Customer is a qualified researcher, scientific professional, institutional buyer, or otherwise has a bona fide research purpose for purchasing the Products, and the Products will be used solely for Research Use Only.

(c) Lawful Use Only. Customer will purchase, possess, transport, store, handle, and use the Products in strict compliance with all applicable federal, state, local, and foreign laws.

(d) No Human or Animal Use. Customer will not, and will not permit any third party to, administer, ingest, inject, inhale, apply to, or otherwise use the Products on or in any human being (including Customer) or any animal.

(e) No Resale or Redistribution. Customer will not resell, redistribute, repackage, relabel, transfer, or otherwise convey the Products to any third party for in vivo use.

(f) Fully Informed. Customer is fully informed as to the nature of the Products, what the Products are, what they purport to be capable of, and the risks attendant to their handling and use.

(g) Independent Judgment. Customer is exercising its own independent judgment in selecting and using the Products.

(h) Accurate Information. All information Customer has provided is true, accurate, and complete.

4. Disclaimer of All Warranties

4.1 AS-IS Sale. THE PRODUCTS ARE SOLD STRICTLY "AS IS" AND "WITH ALL FAULTS." CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE, AND SUITABILITY OF THE PRODUCTS.

4.2 Express Disclaimer (Conspicuous Notice Pursuant to Okla. Stat. tit. 12A, § 2-316). TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY; (B) ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (D) ANY WARRANTY OF NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR EFFECTIVENESS.

4.3 No Guarantee of Results. The Company does not guarantee, warrant, or represent that the Products will produce any particular result, outcome, or effect.

4.4 No Reliance. No oral or written information, statement, or advice given by the Company or any Released Party shall create a warranty.

5. Assumption of Risk

5.1 Sole Responsibility. Customer assumes all risk and full responsibility, both legal and otherwise, arising from or related to Customer's purchase, possession, storage, transportation, handling, use, application, or disposal of the Products. This includes all risk of personal injury, illness, death, property damage, regulatory enforcement, and economic loss to Customer or any third party.

5.2 Misuse and Improper Use. Customer is solely responsible for any misuse, improper use, off-label use, unintended use, or unauthorized use of the Products.

5.3 Knowing and Voluntary. Customer's assumption of risk is knowing, voluntary, intelligent, and informed.

6. Release and Hold Harmless

6.1 Release. CUSTOMER, FOR HIMSELF, HERSELF, OR ITSELF AND FOR CUSTOMER'S HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, ASSIGNS, INSURERS, AND PERSONAL REPRESENTATIVES, HEREBY FULLY AND FOREVER RELEASES, ACQUITS, AND DISCHARGES THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, ACCRUED OR UNACCRUED, ARISING OUT OF OR IN ANY WAY RELATED TO THE PRODUCTS.

6.2 Scope. The release includes all claims based on negligence (excluding gross negligence and willful misconduct, which cannot lawfully be released under Oklahoma law), strict products liability, breach of warranty, breach of contract, misrepresentation (other than fraud), failure to warn, design defect, manufacturing defect, and any statutory claim that may lawfully be waived.

6.3 Hold Harmless. Customer agrees to hold the Released Parties harmless from any and all Claims released under this Section 6.

6.4 Permitted Exceptions. Nothing in this Agreement releases the Company from liability for fraud, gross negligence, willful or wanton misconduct, or any other liability that cannot lawfully be released under Oklahoma law.

7. Indemnification

7.1 Customer's Indemnification. Customer agrees to indemnify, defend, and hold harmless the Released Parties from and against any and all third-party Claims (including reasonable attorneys' fees and litigation costs) arising out of or related to: (a) Customer's breach of any representation, warranty, or covenant in this Agreement; (b) Customer's violation of any applicable law in connection with the Products; (c) Customer's use, misuse, or disposal of the Products; or (d) any injury, illness, death, or property damage caused by or related to Customer's acts or omissions involving the Products.

8. Limitation of Liability

8.1 Cap on Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION OF ANY KIND, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO THE COMPANY FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

8.2 Exclusion of Indirect Damages. IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS; LOSS OF BUSINESS; LOSS OF DATA; OR LOSS OF GOODWILL.

8.3 Shortened Limitations Period. Any cause of action by Customer must be commenced within one (1) year after it accrues, or it shall be permanently barred (Okla. Stat. tit. 12A, § 2-725).

8.4 Essential Term. The limitations in this Section 8 are an essential element of the bargain.

9. All Sales Final; No Refunds

Due to the nature of research compounds and to ensure chain-of-custody integrity, all sales are final. Customer shall not be entitled to any refund, exchange, credit, or replacement of Products once the Products have left the Company's custody, except where required by applicable law that cannot be lawfully waived.

10. Governing Law; Venue

10.1 Governing Law. This Agreement shall be governed by the laws of the State of Oklahoma, without regard to conflict-of-laws principles. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of the arbitration provision.

10.2 Exclusive Venue. For any matter not subject to arbitration, the parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Tulsa County, Oklahoma.

11. Mandatory Binding Arbitration; Class Action and Jury Waivers

11.1 Agreement to Arbitrate. CUSTOMER AND THE COMPANY AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRODUCTS, OR THE PARTIES' RELATIONSHIP SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION AND NOT BY LITIGATION IN COURT.

11.2 Rules. The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect (or Consumer Arbitration Rules if Customer is a consumer for AAA's purposes). The arbitration shall be conducted by a single neutral arbitrator.

11.3 Seat. The seat of the arbitration shall be Tulsa, Oklahoma. The arbitrator shall apply Oklahoma substantive law and shall issue a reasoned written award.

11.4 Class Action Waiver. CUSTOMER AND THE COMPANY EACH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONDUCT ANY FORM OF CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ARBITRATION.

11.5 Jury Trial Waiver. CUSTOMER AND THE COMPANY EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY ON ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS.

11.6 Fees. The parties shall pay arbitration fees in accordance with the applicable AAA rules.

11.7 Confidentiality. The arbitration proceedings and award shall be confidential.

11.8 Exceptions. Either party may seek emergency or temporary injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or to prevent irreparable harm.

12. Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable.

13. Entire Agreement; Amendment

This Agreement, together with the Company's posted Terms of Service, Privacy Policy, and Shipping Policy in effect as of the date of purchase, constitutes the entire agreement between the parties with respect to its subject matter. The Company may amend its posted policies prospectively by posting updated terms.

14. Survival

The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, and 17, together with any other provision that by its nature should survive, shall survive termination of this Agreement.

15. Notices

Notices shall be in writing and delivered by email to the addresses provided by each party, or by certified mail to their respective addresses.

16. Electronic Signatures and Acceptance

Customer agrees that this Agreement may be executed by clicking "I Agree" during the online checkout process, which shall have the same legal force and effect as a handwritten signature pursuant to the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and the Oklahoma Uniform Electronic Transactions Act, Okla. Stat. tit. 12A, §§ 15-101 et seq.

17. Force Majeure

The Company shall not be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, pandemic, war, civil unrest, governmental action, supply-chain disruption, carrier delay, or labor dispute.

18. Acknowledgment of Opportunity to Consult Counsel

Customer acknowledges that Customer has had a full and fair opportunity to read this Agreement, has had the opportunity to consult with independent legal counsel, understands the legal effect of each provision (including the waivers of jury trial and class actions), and is accepting this Agreement voluntarily.

BY CHECKING THE BOX ON THE CHECKOUT PAGE, Customer certifies that Customer has read this Agreement in its entirety, understands each of its provisions, has had the opportunity to ask questions and consult counsel, and agrees to be bound by all of its terms.

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