Terms & Conditions

1. Effective Date

Last updated: June 17, 2026

2. Acceptance of These Terms; Affirmative Assent; Research-Use-Only Positioning

These Terms & Conditions (“Terms”) form a legally binding agreement between you (“you,” “your,” “Customer,” or “Buyer”) and Vitale LLC, doing business as “Vitale,” the operator of vitalemethod.com (the “Site”). Throughout these Terms, Vitale LLC is referred to as “Seller,” “Vitale,” “we,” “us,” or “our,” and “Vitale” is used as a brand name only.

To create an account, place an order, or otherwise transact through the Site, you must affirmatively indicate your assent by checking the box presented at account creation and at checkout confirming: “I have read, understood, and agree to the Terms & Conditions, and I certify that I am at least 21 years old and am purchasing solely as a qualified researcher (or authorized representative of a qualified research organization) for legitimate in-vitro laboratory research only.” You may not complete a purchase without providing this affirmative assent. Your assent, your continued maintenance of an account, and your placement of any order each constitute your acceptance of these Terms together with all policies incorporated by reference, including our Privacy Policy, Shipping Policy, and Refund & Returns Policy.

Research Use Only. All products offered, sold, and distributed by Seller (the “Products”) are research chemicals (laboratory research reagents) supplied strictly and solely for in-vitro laboratory research and development purposes, to be used exclusively in a controlled laboratory setting by qualified persons. The Products are NOT drugs, biologics, dietary supplements, nutritional products, foods, food additives, beverages, cosmetics, personal-care products, or medical devices, and are NOT intended, approved, or sold for any human or animal use, consumption, ingestion, inhalation, injection, infusion, topical or other application, administration, diagnosis, treatment, cure, mitigation, or prevention of any disease or condition. No Product is sold, offered, or intended for any purpose other than legitimate in-vitro laboratory research and development.

If you do not agree to these Terms in their entirety, or if you cannot truthfully make every representation, warranty, and certification required herein, you must not provide assent, create an account, place an order, or purchase, receive, or use any Product.

We may revise these Terms at any time by posting an updated version to the Site and updating the “Last updated” date above; we may, but are not obligated to, provide additional notice (such as by email). Changes are effective upon posting unless otherwise stated. Your continued use of the Site, continued maintenance of an account, or placement of any order after changes take effect constitutes your acceptance of the revised Terms. The version of these Terms in effect at the time you place an order governs that order. It is your responsibility to review these Terms periodically.

3. In-Vitro Laboratory Research Use Only; Not FDA Approved

By accessing the Site or purchasing any Product, you acknowledge, represent, and warrant that you are acquiring the Product exclusively for legitimate in-vitro laboratory research and development, and for no other use. The Products may not be used in any application involving humans or animals, whether in vivo, clinical, therapeutic, diagnostic, nutritional, cosmetic, or otherwise.

The Products have not been approved, cleared, authorized, or otherwise sanctioned by the United States Food and Drug Administration (“FDA”) or by any other federal, state, local, or foreign regulatory authority for any use in humans or animals. The Products are not approved drugs and have not undergone the testing, review, or approval processes required for any therapeutic, diagnostic, or preventative application. No Product is intended to, and no Product is represented or warranted to, diagnose, treat, cure, mitigate, prevent, or affect any disease, condition, or bodily function. Nothing on the Site, in any product description, on any label, or in any communication from Seller constitutes a medical, therapeutic, health, dosing, or any other human-use claim of any kind, and no such claim should be inferred. Any statements regarding the Products have not been evaluated by the FDA.

4. Strict Prohibition on Human or Animal Use

The Products are strictly prohibited from being consumed, ingested, inhaled, injected, infused, applied topically, administered, or in any other manner introduced into the body of any human being or animal. The Products may be hazardous if misused and are not formulated, manufactured, packaged, tested, or sold for any form of human or animal use. Without limitation, you expressly agree that you will NOT, and will not permit any other person to:

Consume, eat, drink, ingest, or otherwise take any Product internally;
Inject, infuse, inhale, vaporize, or insufflate any Product;
Apply, administer, or introduce any Product onto or into the body of any human or animal by any route;
Use any Product as, or as a component of, a drug, food, beverage, dietary supplement, cosmetic, or medical device;
Resell, repackage, relabel, or redistribute any Product for human or animal use, or in any manner that misrepresents its research-only nature.

Any such use is an unauthorized, prohibited, and unintended misuse of the Product made entirely at the user’s own risk and contrary to the express terms of sale.

5. Seller Is a Laboratory-Supply Company; Not a Pharmacy

The Products are laboratory research chemicals only and are not dietary supplements, nutritional products, foods, food additives, beverages, drugs, biologics, cosmetics, personal-care products, medical devices, or products of any other regulated consumer category. Seller is a chemical and laboratory-supply company. Seller is not a pharmacy, is not a compounding pharmacy operating under Section 503A of the Federal Food, Drug, and Cosmetic Act, is not an outsourcing facility operating under Section 503B, and is not a manufacturer, dispenser, or distributor of drugs, supplements, foods, cosmetics, or medical devices. Nothing offered by Seller should be construed as any such regulated product or service.

6. Not Controlled Substances; No Diversion; Anti-Diversion Compliance

The Products are not controlled substances. You represent, warrant, and covenant that you will not use, attempt to use, or permit the use of any Product to manufacture, synthesize, or serve as a precursor to any controlled substance or controlled-substance analogue (including within the meaning of the Federal Analogue Act), and that you will not divert any Product to any unlawful, non-research, human, or animal use.

You are not licensed or authorized by Seller to resell, distribute, or redistribute the Products. You shall not resell, repackage, relabel, transfer, or redistribute any Product for human or animal use, or to any person who is not a qualified researcher bound by restrictions equivalent to these Terms. Any diversion, attempted diversion, or breach of this Section is a material breach of these Terms and may result in immediate cancellation of pending and future orders, termination of your account, and reporting to applicable authorities.

7. Qualified Handlers Only; Assumption of Risk

The Products may be purchased, received, and handled only by qualified persons who are licensed, trained, and competent in the safe handling of research chemicals and who operate within an appropriate laboratory or research facility equipped with proper controls, equipment, and safety procedures. By purchasing, you represent and warrant that you (and any person to whom you provide the Products) are a qualified researcher or a duly authorized representative of a qualified research organization, possess the requisite knowledge, training, facilities, and equipment to handle research chemicals safely, and will handle, store, transport, and dispose of the Products in accordance with all applicable laws, regulations, and accepted laboratory safety practices. The Products must be kept out of the reach of children, untrained individuals, and the general public at all times.

You acknowledge, represent, and agree that you understand and voluntarily assume all risks associated with the purchase, receipt, handling, storage, transport, possession, transfer, and laboratory use of the Products. You assume full and sole responsibility for the safe and lawful handling of the Products from the moment they leave Seller’s possession, including: determining the suitability of any Product for your intended research; implementing appropriate laboratory controls, protective equipment, and safety protocols; complying with all applicable institutional, local, state, federal, and international laws, regulations, and guidelines; and properly labeling, securing, and disposing of the Products. You acknowledge that the Products may be hazardous and that their characteristics may not be fully known or characterized. Seller makes no representation that the Products are suitable for any particular use, and you agree that you are not relying on any statement, advice, or information provided by Seller in deciding to purchase or use the Products.

8. Safety Data Sheets and Certificates of Analysis; Independent Verification

Where Seller makes a Safety Data Sheet (“SDS”) and/or Certificate of Analysis (“COA”) available for a Product, you agree to obtain, read, and follow it before handling the Product. Any specification, purity, composition, or identity information is provided only to the extent set forth in an express written COA actually furnished by Seller, if any. You are solely responsible for independently verifying, by your own analytical methods, the identity, purity, composition, and suitability of any Product for your research before use. Content on the Site is provided for general informational purposes only, is not professional or scientific advice, is not a substitute for your own independent professional and scientific judgment, and must not be construed as making any human-use, dosing, safety, therapeutic, or medical/health-benefit claim of any kind.

9. Buyer Representations, Warranties, and Certifications

By accessing the Site, creating an account, providing assent, placing an order, or accepting delivery of any Product, you represent, warrant, certify, and covenant to Seller that each of the following is true and will remain true:

You are at least twenty-one (21) years of age and have the legal capacity to enter into a binding contract. (The 21+ requirement is a condition imposed by Seller; it is not represented to be mandated by law.)
You are a qualified researcher, or a duly authorized representative of a research institution, laboratory, or other research organization, purchasing in your individual or organizational research capacity, with the training, knowledge, facilities, and equipment to safely handle research chemicals;
You are knowledgeable about, and will at all times comply with, all applicable federal, state, local, and foreign laws, regulations, rules, licensing requirements, and institutional policies governing the purchase, importation, use, handling, storage, transport, exposure to, and disposal of the Products;
You understand and accept the health, safety, toxicological, and other hazards associated with the Products, and you assume all risk and liability arising from your possession, handling, and use of the Products;
You will provide appropriate hazard, safety, and handling warnings to any of your employees, agents, contractors, students, colleagues, or other persons who may come into contact with, handle, or be exposed to the Products, and you will not transfer any Product to any person who is not similarly qualified and bound by equivalent restrictions;
You will use all Products solely for lawful in-vitro laboratory research and development, and for no other purpose, and you will not use or permit the use of the Products for any human, animal, clinical, diagnostic, therapeutic, food, supplement, cosmetic, or other prohibited application, nor represent any Product as fit for such use;
You are not purchasing the Products on behalf of, or for resale or redistribution to, any person who intends to use them in any prohibited manner;
Your access to and use of the Site, and your purchase and possession of the Products, are lawful in your jurisdiction; and
All information you provide to Seller — including information concerning your identity, age, qualifications, and intended use — is true, accurate, current, and complete.

These representations and warranties are material to, and a condition of, every sale. Any breach voids the sale and any associated warranty and may result in cancellation, refusal of future orders, account termination, and reporting to applicable authorities. Seller may, at any time, request and retain documentation verifying your age, identity, and status as a qualified researcher or research organization, and may decline or cancel service for anyone who cannot or will not provide such verification. Providing false verification or account information is fraud and a material breach of these Terms.

10. Eligibility, Account Creation, Accuracy, and Security

The Site and the Products are offered solely to qualified researchers and research organizations who satisfy the representations in Section 10. The Products may not be available in all jurisdictions, and you are solely responsible for compliance with all applicable laws.

An account is required to complete a purchase. You must provide accurate, current, and complete information as prompted by the registration form and keep it updated. We may suspend, terminate, or refuse service if any information you provide is, or we reasonably suspect to be, untrue, inaccurate, outdated, or incomplete. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, whether or not authorized. You must notify us immediately of any unauthorized use or security breach. We are not liable for any loss arising from your failure to safeguard your credentials. You may not create more than one account, share, sell, or transfer your account, or use another person’s account without permission. We reserve the right to refuse registration, cancel accounts, or remove or edit content in our sole discretion.

11. Accuracy of Product Information; Typographical and Pricing Errors

We strive to describe and display Products as accurately as possible. However, we do not warrant that product descriptions, specifications, images, weights, purity statements, availability, pricing, or any other content on the Site is accurate, complete, reliable, current, or error-free. Product images are for illustration only and may not reflect the exact appearance of the item shipped.

Notwithstanding any other provision, in the event of a typographical, clerical, technical, or pricing error — including errors in price, description, availability, or terms of an order — we reserve the right to correct such error and to refuse, change, cancel, or reject any order placed based on the incorrect information, whether or not the order has been confirmed and whether or not your payment method has been charged. If we cancel an order after your payment method has been charged due to such an error, we will issue a refund in the amount charged. We are not obligated to honor any price that is the result of an obvious error.

12. Orders, Order Acceptance, and Seller’s Right to Refuse or Cancel

Your submission of an order constitutes an offer by you to purchase the Products in accordance with these Terms. All orders are subject to our acceptance. An order confirmation or acknowledgment email confirms only that we have received your order; it does not constitute acceptance or a guarantee that Products will be supplied. A binding contract of sale is formed only when we dispatch the Products to you (or, where applicable, when we issue a separate notice expressly accepting your order). Until that time, no contract exists and we may cancel your order without liability beyond refunding any amount you have paid for the cancelled items.

Seller reserves the absolute right, in its sole discretion and without obligation to provide a reason, to refuse, decline, delay, limit, condition, suspend, or cancel any order or sale, in whole or in part, including where Seller suspects that a Product may be misused, diverted, or used or intended for use in any prohibited, unlawful, human, animal, or non-research manner, or that any buyer representation is false, incomplete, or unreliable. Without limiting the foregoing, Seller may:

Refuse, reject, or cancel any order, or any portion of an order;
Limit, reduce, or prohibit quantities purchased per person, household, organization, or order;
Limit or prohibit sales to any customer, geographic region, or jurisdiction;
Require additional verification of identity, age, qualifications, or intended use before accepting an order;
Discontinue any Product at any time; and
Cancel any order suspected of fraud, unauthorized use, or any purpose inconsistent with these Terms.

Seller’s exercise of these rights shall not create any liability to the buyer or any third party.

13. Pricing, Taxes, and Currency

All prices are stated in United States Dollars (USD) unless otherwise indicated and are exclusive of shipping, handling, and applicable taxes unless expressly stated otherwise. Prices are subject to change at any time without notice; the price applicable to your order is the price displayed at the time we accept the order, subject to the error-correction rights above. You are responsible for all applicable sales, use, excise, value-added, customs, import, and other taxes, duties, levies, and governmental charges arising from your purchase, except for taxes on our net income. Where we are required to collect such taxes, they will be added to your order total at checkout or as otherwise required by law. If you are exempt from a tax, you must provide a valid exemption certificate prior to purchase.

14. Payment Terms

Payment is due in full at the time the order is placed. By submitting payment information, you represent and warrant that you are authorized to use the designated payment method and you authorize us, and our third-party payment processors, to charge the full order amount (including taxes and shipping) to that payment method.

Payments are processed by independent third-party, high-risk payment processors. Your payment is subject to the terms, conditions, and privacy policies of those processors in addition to these Terms. We do not control and are not responsible for the acts or omissions of any payment processor. Availability of any particular payment method is not guaranteed and may change at any time.

We do not store full payment card numbers or complete card data on our systems. Card and payment data are transmitted to and handled by our PCI-DSS-compliant processors. We may retain limited, non-sensitive transaction records (such as the last four digits of a card, authorization codes, and order amounts) as permitted by law and necessary for order administration, fraud prevention, and accounting. If your payment is declined, reversed, or otherwise cannot be processed, we may cancel or suspend your order. You agree to pay all amounts due and authorize us to charge or re-attempt charges for any unpaid amounts.

Chargeback Policy. If you have any concern, dispute, or question regarding a charge — including a missing, delayed, damaged, or incorrect order — you agree to contact us first to attempt to resolve the matter before initiating a chargeback, payment dispute, or reversal with your bank or card issuer. Initiating a chargeback that we determine to be fraudulent, abusive, or made in bad faith is a material breach of these Terms. We reserve the right to dispute any unwarranted chargeback (including by submitting these Terms, order records, delivery confirmation, and communications as evidence), to pursue recovery of amounts properly owed as permitted by law and applicable card-network rules, to suspend or terminate your account, and to refuse future service. Filing a chargeback does not relieve you of liability for amounts properly owed.

15. Shipping, Delivery, Title, and Risk of Loss

This Section is supplemented by our Shipping Policy, which is incorporated into these Terms by reference. In the event of a conflict, the Shipping Policy governs as to shipping-specific matters.

Orders ship from within the United States. Any delivery dates, transit times, or shipping estimates we provide are estimates only and are not guaranteed. We are not liable for delays caused by carriers, customs, weather, force majeure, or other circumstances beyond our reasonable control. We make no guarantee regarding delivery to any particular jurisdiction and are not responsible for orders seized, delayed, returned, or refused by customs or other authorities.

Products are shipped in standard, unbranded shipping packaging consistent with applicable shipping, carrier, and hazardous-materials labeling requirements (including DOT, IATA, and other applicable rules). The form of packaging does not alter the research-use-only character of the Products or the representations you have made.

Title and Risk of Loss. Title to and risk of loss for the Products pass to you upon our delivery of the Products to the carrier for shipment (FOB origin / carrier hand-off). From that point, the Products are at your risk, and any loss, theft, damage, or destruction in transit is your responsibility as between you and Seller, subject to the limited remedies in this Section and the Shipping and Refund & Returns Policies. Any claims against the carrier are your responsibility, though we will reasonably cooperate.

Address Accuracy. You are solely responsible for providing a complete, accurate, and deliverable shipping address. We are not responsible for orders that are lost, delayed, misdelivered, or returned as a result of an address error or omission by you, and any re-shipment resulting from your error may be subject to additional charges.

16. Returns

This Section is supplemented by our Refund & Returns Policy, which is incorporated into these Terms by reference. Due to the sensitive nature of the Products and to preserve research-grade integrity, safety, and chain of custody, all sales are final and we do not accept physical returns of any Product. Products that have left our facility cannot be returned to inventory.

In the limited event that you receive a Product that is damaged in transit, defective, or incorrect, you must contact us within the timeframe stated in the Refund & Returns Policy, retain all packaging, and provide photographic documentation and your order details. Subject to verification and the terms of that policy, your sole and exclusive remedy will be, at our discretion, a replacement of the affected item or a refund or store credit for the affected item. No other return, refund, or exchange is offered.

17. Intellectual Property

All content on the Site — including text, graphics, logos, product names, descriptions, images, photographs, page layouts, design, compilations, software, and all other materials (collectively, “Content”) — is the property of Seller or its licensors and is protected by United States and international copyright, trademark, trade dress, and other intellectual property laws. “Vitale,” the Vitale logo, and related marks are trademarks of Seller and may not be used without our prior written permission.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Site for your own lawful purchasing purposes. You may not, without our prior written consent: copy, reproduce, republish, distribute, display, modify, or create derivative works from any Content; frame or mirror any part of the Site; or use any robot, spider, scraper, crawler, data-mining tool, or other automated means to access, monitor, harvest, or copy the Site, its data, or its Content. All rights not expressly granted are reserved.

18. Site Content Controls; User Submissions; No Human-Use Signals

These Terms control over any inconsistent statement appearing elsewhere on the Site or in any communication. Any statement, review, testimonial, photograph, question, comment, or other material submitted by any user or other third party is the submitter’s own and is not adopted, endorsed, verified, or made a representation of intended use by Seller.

You agree that you will not submit, post, or transmit to or through the Site any review, testimonial, photograph, question, or other content that describes, depicts, suggests, or solicits any human or animal use of the Products, including any reference to dosing, dosage, injection, administration, “stacks,” “cycles,” protocols, before/after or results claims, or any therapeutic, medical, wellness, or health benefit. Seller may, in its sole discretion and without notice, refuse, edit, remove, or delete any such content and may suspend or terminate the account of any user who submits it. Seller’s failure to remove any such content does not constitute adoption or endorsement of it.

19. Acceptable Use and Prohibited Conduct

You agree not to use the Site or any Product in any manner that is unlawful, harmful, or inconsistent with these Terms. Without limitation, you will not:

Use, resell, repackage, label, market, administer, or supply any Product for human or animal consumption or use, or represent any Product as suitable for such use;
Misrepresent your identity, age, qualifications, or research purpose, or provide false account or order information;
Use the Site to violate any applicable law, regulation, or third-party right, or to facilitate any illegal activity;
Attempt to gain unauthorized access to the Site, other accounts, or our systems or networks, or interfere with, disrupt, probe, or test the vulnerability of the Site or its security;
Introduce any virus, malware, or harmful code; engage in denial-of-service activity; or impose an unreasonable load on our infrastructure;
Use any automated means to scrape, harvest, or collect Content or data, or to place orders;
Engage in fraudulent transactions, payment fraud, or abusive chargeback activity; or
Use the Site to harass, defraud, or harm us or any other person.

We reserve the right to investigate and take appropriate action — including removing content, suspending or terminating accounts, cancelling orders, and reporting to law-enforcement authorities — against anyone who, in our sole judgment, violates this Section or any applicable law.

20. Electronic Communications and Marketing Consent

By creating an account or placing an order, you consent to receive communications from us electronically, including transactional and service messages relating to your account and orders (such as order confirmations, shipping notices, and security alerts). You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

Email Marketing. If you opt in to receive promotional or marketing emails, we will send them in accordance with the CAN-SPAM Act and other applicable laws. Every marketing email will identify itself as such, include a valid physical postal address, and provide a functional unsubscribe mechanism. You may opt out of marketing emails at any time by using the “unsubscribe” link or by contacting us; transactional messages will continue as necessary to administer your account and orders.

SMS/Text Messaging. If you provide a mobile number and expressly opt in, you consent to receive text messages from us or on our behalf, which may be sent using an automatic telephone dialing system, consistent with the Telephone Consumer Protection Act (TCPA) and applicable rules (including 10DLC requirements). Your express written consent is captured and logged at the time of opt-in. Consent to receive marketing texts is not a condition of any purchase. Message and data rates may apply, and message frequency varies. You may opt out at any time by replying STOP to any message (or as otherwise instructed), and you may reply HELP for assistance. We will honor opt-out requests as required by law.

21. Privacy

Your use of the Site and your provision of personal information are governed by our Privacy Policy, which is incorporated into these Terms by reference and describes how we collect, use, disclose, and safeguard your information and your choices regarding it, including rights that may be available to residents of certain states (such as under the California Consumer Privacy Act, as amended by the California Privacy Rights Act). By using the Site, you consent to the data practices described in the Privacy Policy.

22. State Consumer Disclosures (Including California Proposition 65)

Certain Products may, when handled, contain or expose you to chemicals known to the State of California to cause cancer, birth defects, or other reproductive harm. Where applicable, a warning under California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”) will be provided on the Product page, on the Product, or with the shipment. This warning is provided to satisfy state-law notice requirements and does not alter the research-use-only character of the Products. Residents of certain states may have additional consumer-disclosure or privacy rights as described in our Privacy Policy.

23. Disclaimer of All Warranties

THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, WITH ALL FAULTS, AND THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, IN EACH CASE WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, SELLER MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT: (a) THE PRODUCTS ARE SUITABLE OR FIT FOR ANY HUMAN OR ANIMAL APPLICATION OF ANY KIND, NONE BEING INTENDED; (b) THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESEARCH RESULT; (c) THE PRODUCTS CONFORM TO ANY PARTICULAR SPECIFICATION, PURITY, COMPOSITION, OR DESCRIPTION BEYOND ANY EXPRESS WRITTEN CERTIFICATE OF ANALYSIS, IF PROVIDED; OR (d) THE SITE WILL BE UNINTERRUPTED, SECURE, ACCURATE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SELLER OR THROUGH THE SITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Because the Products are sold solely for in-vitro laboratory research, Seller specifically disclaims any warranty that the Products are suitable for any human or animal application, or for use as or in any food, drug, supplement, or cosmetic, none being intended. You acknowledge that any such use would be a misuse of the Products, would be entirely at your own risk, and would void any and all warranties and Seller obligations. The Products are not manufactured, processed, tested, or sold as sterile, pyrogen-free, or endotoxin-free. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in such jurisdictions, Seller’s warranties are limited to the minimum extent permitted by law.

24. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER, OR ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “SELLER PARTIES”), BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE PRODUCTS, OR THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT THE SELLER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE SELLER PARTIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PRODUCTS, OR THE SITE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO SELLER FOR THE SPECIFIC PRODUCT THAT IS THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATION IS CUMULATIVE AND SHALL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE CLAIM OR CLAIMANT.

Carve-Out. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, or for death or personal injury caused by Seller’s own negligence. The exclusions and limitations in this Section apply only to the extent permitted by law.

You acknowledge that the disclaimers of warranty and limitations of liability in these Terms reflect a reasonable and fair allocation of risk, are an essential basis of the bargain between you and Seller, that the prices of the Products would be substantially higher absent such allocation, and that Seller would not enter into this transaction 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; in such jurisdictions, the Seller Parties’ liability is limited to the minimum extent permitted by law.

25. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend (at Seller’s option and with counsel acceptable to Seller), and hold harmless the Seller Parties from and against any and all claims, demands, actions, suits, proceedings, investigations, liabilities, damages, judgments, settlements, losses, fines, penalties, costs, and expenses of any kind (including reasonable attorneys’ fees, expert fees, and litigation costs) arising out of or relating to, directly or indirectly:

your purchase, receipt, handling, storage, transport, possession, transfer, resale, distribution, disposal, or use of any Product, whether alone or in combination with any other substance, material, or product;
any use of a Product in or on a human or animal, or as or in any food, drug, supplement, cosmetic, or medical device, or any other use inconsistent with the Products’ designation as in-vitro laboratory research chemicals;
your breach or alleged breach of these Terms, including any representation, warranty, certification, or covenant made by you;
your violation of any applicable law, regulation, or guideline (including the Federal Food, Drug, and Cosmetic Act, the Controlled Substances Act, and the Federal Analogue Act), or the rights of any third party (including intellectual property, privacy, and publicity rights);
any negligent, reckless, or willful act or omission by you or anyone acting on your behalf or to whom you provide a Product; and
any personal injury, death, or property damage allegedly caused by or resulting from a Product after it leaves Seller’s possession.

Seller reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with Seller in asserting any available defenses. You shall not settle any matter that imposes any obligation or liability on, or requires any admission by, any Seller Party without Seller’s prior written consent. This indemnification obligation is in addition to, and not in lieu of, any other rights or remedies available to the Seller Parties.

26. Third-Party Links, Content, and Services

The Site may contain links to, or content, products, or services provided by, third parties (including third-party payment processors, shipping carriers, and reference materials), which are provided for convenience only. Seller does not control, endorse, sponsor, or assume any responsibility for any third-party websites, content, products, services, or practices, and makes no representation or warranty regarding their accuracy, completeness, legality, safety, or reliability. Your access to and use of any third-party website or service, and any transaction you enter into with any third party (including any payment processor), is solely between you and the third party and is governed by the third party’s own terms and policies. Seller shall not be liable for any loss or damage incurred as a result of your use of or reliance on any such third-party link, content, product, or service.

27. Force Majeure

Seller shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by or results from any event beyond Seller’s reasonable control, including: acts of God; natural disasters (fire, flood, earthquake, hurricane, or other severe weather); epidemics, pandemics, or public health emergencies; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; government order, law, regulation, action, embargo, sanction, or seizure (including any regulatory action affecting the Products); national or regional emergency; labor stoppages, strikes, or other industrial disturbances; shortage of or inability to obtain adequate supplies, materials, transportation, fuel, or utilities; failures of telecommunications, internet, payment-processing, or shipping infrastructure; and cyberattacks, hacking, or other malicious acts of third parties. In such event, Seller’s time for performance shall be extended for the duration of the event, and Seller may, in its discretion, cancel any affected order and refund any amount paid for undelivered Products as your sole and exclusive remedy.

28. Governing Law and Venue

These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms, the Products, or the Site (whether in contract, tort, statute, or otherwise), shall be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to any choice- or conflict-of-law principle that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Subject to the “Dispute Resolution; Binding Arbitration” Section below, you and Seller agree that the exclusive jurisdiction and venue for any action, suit, or proceeding that is not subject to arbitration (including any action to compel arbitration, to confirm, vacate, or enforce an arbitration award, or for provisional or injunctive relief) shall lie exclusively in the state and federal courts located in Wyoming, and you irrevocably consent and submit to the personal jurisdiction of such courts and waive any objection based on improper venue or forum non conveniens.

29. Dispute Resolution; Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT, TO HAVE A DISPUTE DECIDED BY A JUDGE OR JURY, AND TO PARTICIPATE IN A CLASS ACTION.

Informal Resolution First. Before initiating any arbitration or other formal proceeding, you and Seller agree to first attempt to resolve any dispute, claim, or controversy informally for at least thirty (30) days. To begin, you must send written notice of the dispute to Seller at the address in the “Notices and Contact” Section, describing the nature and basis of the claim and the relief sought. You and Seller will use good-faith efforts to resolve the dispute through negotiation during this period. If the dispute is not resolved within thirty (30) days after the notice is received, either party may proceed to arbitration. This informal-resolution requirement is a condition precedent to arbitration.

Binding Arbitration. Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms, the Products, or the Site that is not resolved through informal resolution shall be resolved exclusively by final and binding arbitration, rather than in court, administered by a recognized arbitration provider (such as the American Arbitration Association) under its then-current consumer or commercial arbitration rules, as applicable. The arbitration shall be conducted before a single arbitrator, shall take place in Wyoming (or, at your election, by telephone, videoconference, or on the basis of written submissions), and the arbitrator’s award may be entered as a judgment in any court of competent jurisdiction. The arbitrator shall have exclusive authority to resolve all threshold issues of arbitrability, including the scope, enforceability, and interpretation of this arbitration agreement, except that any dispute concerning the Class-Action Waiver below shall be resolved by a court and not the arbitrator. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.).

Class-Action Waiver. YOU AND SELLER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, or representative proceeding. If a court or arbitrator decides that this Class-Action Waiver is unenforceable as to a particular claim or request for relief, then that claim or request shall be severed and may proceed in a court of competent jurisdiction, but the remainder of this arbitration agreement (and the requirement that all other claims be arbitrated individually) shall remain in full force and effect.

Non-Waivable Statutory Rights. Nothing in this Section waives, limits, or precludes any right or remedy that cannot be waived as a matter of law, including any non-waivable statutory claim or right under applicable consumer-protection law. To the extent any such right cannot lawfully be arbitrated or waived, it is preserved and may be pursued in the manner permitted by law, and the remainder of this Section continues to apply to all other claims.

30-Day Right to Opt Out. You have the right to opt out of and not be bound by this arbitration agreement and Class-Action Waiver by sending written notice to Seller at the address in the “Notices and Contact” Section within thirty (30) days after you first accept these Terms (or after a material change to this arbitration provision, as to that change). The notice must include your name, address, account or order information, and a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor Seller may require the other to arbitrate, and the “Governing Law and Venue” Section shall govern any dispute. Opting out has no effect on any other provision of these Terms.

Exceptions. Notwithstanding the foregoing, either party may (a) bring an individual claim in small-claims court if the claim qualifies and remains in that forum, and (b) seek temporary, preliminary, or permanent injunctive or other equitable relief, or relief for actual or threatened infringement, misappropriation, or violation of intellectual-property or confidentiality rights, in a court of competent jurisdiction as provided in the “Governing Law and Venue” Section.

30. International Buyers; Export and Import Compliance

The Products are offered from within the United States, and Seller makes no representation that the Products are appropriate, available, or lawful for purchase, import, possession, or use in any location outside the United States. If you access the Site or purchase the Products from outside the United States, you do so on your own initiative and are solely responsible for compliance with all laws, regulations, customs requirements, and import/export controls of your own jurisdiction and any jurisdiction to or through which the Products are shipped, including obtaining any required licenses, permits, or authorizations and paying any applicable duties, taxes, or fees. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or party subject to applicable embargoes, sanctions, or trade restrictions, and that your purchase and use of the Products do not violate any such law or regulation. Seller shall have no liability for, and you shall indemnify the Seller Parties against, any loss, seizure, penalty, or damage arising from the import, export, or use of the Products in any jurisdiction.

31. Limitation of Actions

To the fullest extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms, the Products, or the Site must be commenced within one (1) year after the claim or cause of action accrues, or it shall be permanently barred. This limitation does not apply where it is prohibited by applicable law.

32. Suspension and Termination

We may, in our sole discretion and without prior notice, suspend, restrict, or terminate your account, cancel pending or future orders, and deny you access to the Site, in whole or in part, if we believe that you have breached these Terms or any incorporated policy, provided false information, engaged in fraudulent, abusive, or unlawful conduct (including improper chargebacks or diversion), or used or intend to use any Product for a prohibited purpose, or for any other reason at our discretion. Upon termination, your right to access and use the Site immediately ceases. Termination does not relieve you of any obligations accrued prior to termination, including payment obligations, and does not limit any remedy available to us at law or in equity.

33. General Provisions

Entire Agreement. These Terms, together with any documents expressly incorporated by reference (including the Privacy Policy, Shipping Policy, Refund & Returns Policy, and any order confirmation), constitute the entire agreement between you and Seller with respect to their subject matter and supersede all prior or contemporaneous agreements, understandings, representations, and communications, whether oral or written. You acknowledge that you have not relied on any statement, promise, representation, or warranty not expressly set forth in these Terms. Any terms or conditions you may submit in a purchase order or other document are expressly rejected and shall have no force or effect.

Severability. If any provision of these Terms is held to be invalid, illegal, void, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or, if it cannot be so modified, shall be severed, and the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision in any jurisdiction shall not affect its validity in any other jurisdiction or of any other provision.

No Waiver. No failure or delay by Seller in exercising any right, power, or privilege shall operate as a waiver, nor shall any single or partial exercise preclude any further exercise. No waiver of any breach or default shall be deemed a waiver of any subsequent or other breach or default. Any waiver must be in writing and signed by an authorized representative of Seller.

Assignment. Seller may freely assign, transfer, delegate, or subcontract any or all of its rights and obligations under these Terms, in whole or in part, at any time without notice to or consent from you, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. You may not assign, transfer, or delegate any of your rights or obligations without Seller’s prior written consent, and any attempted assignment in violation of this provision is null and void. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Interpretation. Section headings are for convenience only and do not affect interpretation. These Terms shall not be construed against either party as drafter (no contra proferentem). The words “include,” “includes,” and “including” mean “without limitation.” These Terms are drafted in the English language, and the English-language version controls in the event of any conflict with any translation.

Modification. Seller reserves the right, in its sole discretion, to change, modify, add to, or remove any portion of these Terms at any time, with notice given by posting the revised Terms on the Site and updating the “Last updated” date above. Any changes become effective upon posting unless otherwise stated, and your continued use of the Site or placement of any order after the revised Terms take effect constitutes acceptance. The version in effect when you place an order governs that order.

Survival. The provisions of these Terms that by their nature should survive termination or expiration shall so survive, including: In-Vitro Laboratory Research Use Only; Strict Prohibition on Human or Animal Use; Not Controlled Substances / Anti-Diversion; Assumption of Risk; Buyer Representations, Warranties, and Certifications; Site Content Controls; Intellectual Property; Acceptable Use; Payment Terms and Chargeback Policy; Disclaimer of All Warranties; Limitation of Liability; Indemnification; Third-Party Links; Force Majeure; Governing Law and Venue; Dispute Resolution; Binding Arbitration (including the Class-Action Waiver); International Buyers / Export and Import Compliance; Limitation of Actions; Suspension and Termination; and this General Provisions Section, together with any accrued payment obligations and any other provision that by its nature is intended to survive.

34. Notices and Contact

Except as otherwise expressly provided in these Terms, all notices to Seller — including any informal-resolution notice, arbitration opt-out notice, or notice of dispute — must be in writing and sent to: Vitale LLC, Attn: Legal, or by email to support@vitalemethod.com. Notices to you may be provided, at Seller’s discretion, to the email address or mailing address associated with your account or order, or by posting on the Site. Notices are deemed given upon receipt (for written notices) or upon sending (for electronic notices), unless otherwise required by law. For general support or to contact us before initiating a chargeback or dispute, email support@vitalemethod.com.

35. Final Certification

BY PROVIDING THE AFFIRMATIVE ASSENT DESCRIBED IN SECTION 3 AND BY PLACING AN ORDER, YOU AFFIRM, CERTIFY, AND AGREE THAT: (a) you are at least twenty-one (21) years of age; (b) you are purchasing the Products solely for legitimate in-vitro laboratory research and development purposes, and for no other purpose; (c) you are a qualified researcher (or an authorized representative of a qualified research organization) and are competent and qualified to receive, handle, store, transport, and dispose of the Products safely and lawfully; (d) the Products will not be used for, and will not be resold, redistributed, or supplied for, human or animal consumption, ingestion, injection, administration, or any other in vivo, clinical, therapeutic, diagnostic, food, supplement, cosmetic, or non-research use; (e) you have read, understood, and agree to be bound by these Terms in their entirety, including all representations, warranties, restrictions, disclaimers, the limitation of liability, the indemnification obligation, and the arbitration agreement and class-action waiver; and (f) if you do not agree to these Terms, or cannot truthfully make every certification above, you must not provide assent, create an account, place an order, or purchase, receive, or use any Product.