Policies & Disclosures

Effective Date: May 1, 2026

IMPORTANT: PLEASE READ THESE TERMS & CONDITIONS (“TERMS” AND/OR “AGREEMENT”) CAREFULLY. THIS AGREEMENT CONTAINS IMPORTANT PROVISIONS INCLUDING, BUT NOT LIMITED TO, PERMITTED USE OF RESEARCH CHEMICALS, LIMITATIONS OF LIABILITY, PAYMENT AND CHARGEBACK RULES, A BINDING ARBITRATION AGREEMENT, AND A CLASS ACTION WAIVER.

Welcome to Katharos Laboratories, Inc. (“Katharos”, “we”, “us”, or “our). By accessing or using our website www.katharos-labs.com (including any subdomains)(the “Website”), creating an account, or purchasing or using any Product (defined below), you acknowledge that you have read, understood, and agree to be bound by these Terms on behalf of yourself and any entity you represent. If you do not agree, you must not use the Website or purchase or use any Product from Katharos.

These Terms are intended as a general template and may not reflect all applicable legal requirements in your jurisdiction. We strongly recommend that you obtain independent legal advice before relying on and agreeing to these Terms.

PARTIES, SCOPE & ACCEPTANCE

These Terms are between: (i) Katharos Laboratories, Inc.; and; (ii) each user of the Website and/or purchaser or user of any product or services ( “you” or “your”).

These Terms govern: (i)  your access to and use of the Website and any related services, content, or features offered through it (collectively “Services”); and (ii) your inquiry, ordering, purchase, receipt, handling, storage, use, transfer, and disposal of any products, materials, or Services obtained from us (collectively “Products”).

We sell and ship Products only within the United States and its territories. We do not ship internationally. You must not use any freight forwarding or transshipment service to move Products outside the United States in violation of these Terms or applicable law.

We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. Material changes will be posted on the Website or otherwise communicated to you. All changes will be effective immediately upon posting to the Website. 

ELIGIBILITY, AGE & CUSTOMER REPRESENTATIONS

You must be at least 21 years old and legally competent to enter contracts. By using the Website or purchasing Products, you represent and warrant that you meet this requirement.

By placing an order, you represent and warrant that: (i) you are a trained professional or are acting on behalf of a laboratory, university, company, or other legitimate research institution; (ii) you and your organization have the expertise, training, and facilities necessary to safely handle research chemicals, peptides, and related materials including our Products; (iii) you will ensure that only appropriately trained and authorized personnel have access to Products; and (iv) you hold and will maintain any federal, state, or local licenses, registrations, permits, or institutional approvals required for your activities (e.g., DEA registration where applicable, institutional biosafety approvals, etc.).

All information you provide (account details, shipping and billing addresses, tax exemption certificates, end-use statements, identity documents, etc.) must be truthful, accurate, and complete. You must promptly update any changes. We may suspend or terminate your account, or refuse or cancel orders, if we suspect that information is false, misleading, or incomplete.

We may refuse, restrict, or cancel any order or account, at any time and for any lawful reason, including suspected misuse, diversion, regulatory risk, fraud, chargeback abuse, or violation of these Terms.

PRODUCTS FOR RESEARCH USE ONLY; NO MEDICAL USE

All Products sold by Katharos are intended for in-vitro laboratory research purposes only, they are not intended for human consumption, medical, veterinary, agricultural, pesticidal, diagnostic, therapeutic, household, or any other non-research purposes.

Products are not intended to be drugs, medications, or pharmaceutical preparations as defined by the Federal Food, Drug and Cosmetic Act (“FDCA”). Products are not intended to diagnose, treat, cure, mitigate or prevent any disease or condition. Research chemicals must not be confused with dietary supplements, drugs, food additives, or any other regulated substances. All information provided on this Website is for educational purposes only and has not been evaluated or approved by the U.S. Food and Drug Administration (“FDA”) for any purpose. 

Products have not been evaluated, cleared, or approved by FDA or any other regulatory authority as drugs, medical devices, dietary supplements, foods, cosmetics or biologic products. Products are not compounded drugs. Katharos is not a “503A” compounding pharmacy, “503B” outsourcing facility or chemical compounding facility as defined under the FDCA.

BY PURCHASING OR USING ANY PRODUCTS FROM US, YOU AGREE THAT YOU ARE ACQUIRING RESEARCH CHEMICALS SOLELY FOR QUALIFIED LABORATORY RESEARCH CONDUCTED BY QUALIFIED PROFESSIONALS. UNDER NO CIRCUMSTANCES MAY ANY PRODUCT BE ADMINISTERED TO HUMANS OR ANIMALS, OR USED IN ANY IN VIVO EXPERIMENT, MEDICAL PROCEDURE OR VETERINARY CARE. ANY SUCH USE IS EXPRESSLY PROHIBITED, ILLEGAL IN MANY JURISDICTIONS, AND ENTIRELY AT YOUR OWN RISK.

We are committed to providing comprehensive and accurate information regarding our Products, their proper usage, and safety considerations. We will assist customers by addressing their inquiries related to product characteristics, specifications, and usage guidelines. However, we cannot provide guidance, advice, or assistance specific to research activities. We are dedicated to maintaining the highest ethical standards and providing exceptional customer service. By clearly stating our non-engagement in research, we aim to ensure transparency, focus on our core business operations, and meet the needs of our customers effectively. We encourage customers to consult with appropriate research institutions and professionals for guidance on their research projects.

Continued access to or use of this Website, Products, or Services constitutes your full agreement to our Terms. Any violation of these Terms, including misuse of Products, will result in immediate and permanent suspension of access to all Services, with no right of appeal. We reserve the right to perform due diligence screening upon the information provided to check for accuracy. We, in our sole discretion, may require further verification of affiliation prior to order fulfillment.

INFORMATION ON THE WEBSITE AND IN ANY COMMUNICATIONS FROM US IS PROVIDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE MEDICAL, LEGAL, OR REGULATORY ADVICE. STATEMENTS REGARDING PRODUCTS HAVE NOT BEEN EVALUATED BY THE FDA AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE. YOU MUST CONSULT YOUR OWN QUALIFIED PROFESSIONALS.

YOU ARE SOLELY RESPONSIBLE FOR: (I) DETERMINING WHETHER A PRODUCT IS APPROPRIATE FOR YOUR INTENDED RESEARCH; (II) OBTAINING ANY REQUIRED INSTITUTIONAL OR REGULATORY APPROVALS FOR YOUR RESEARCH; AND (III) ENSURING ALL USE OF PRODUCTS COMPLIES WITH APPLICABLE LAW AND THESE TERMS.

REGULATORY & LEGAL COMPLIANCE

You are solely responsible for ensuring that your activities comply with all applicable federal, state, and local laws and regulations, including, without limitation: (i) FDCA and FDA regulations; (ii) the Controlled Substances Act and Drug Enforcement Administration regulations, where applicable; (iii) the Toxic Substances Control Act for chemical substances; (iv) environmental and hazardous waste regulations (e.g., Resource Conservation and Recovery Act and corresponding state rules); (v) Occupational Safety and Health Administration workplace safety regulations, including chemical hazard communication and laboratory safety; (vi) U.S. Department of Transportation hazardous materials regulations when shipping or offering hazardous materials for transport; (vii) Federal Trade Commission rules, including regarding advertising and mail/internet order merchandise; (viii) tax rules administered by the Internal Revenue Service and state authorities; (ix) anti-money-laundering rules and FinCEN requirements where applicable; and (x) U.S. export-control and sanctions programs (e.g., EAR and OFAC regulations).

You may not export, re-export, or transfer Products or related technical information to any country, person, or end-use prohibited by U.S. law. You represent that: (i) you are not located in, organized under the laws of, or ordinarily resident in any embargoed or comprehensively sanctioned country; and (ii) you are not on, and not owned or controlled by any person on, any U.S. government restricted-party list.

You must: (i) review and follow all warnings and instructions in Product labels and Safety Data Sheets where applicable; (ii) provide and enforce suitable personal protective equipment and safety procedures; and (iii) properly classify, store, handle, and dispose of Products and related waste, including via licensed hazardous-waste vendors where required.

You acknowledge that labeling Products as “For Research Use Only” does not automatically exempt them from regulatory oversight. Any misuse, misbranding, or promotional claims inconsistent with true research-only intent may cause Products or your activities to become subject to additional regulations, for which you, not Katharos, are responsible.

ORDERS, PRICING, PAYMENT & AUTHORIZATION

All orders are subject to our acceptance. Product listings, descriptions, and prices on the Website and other documents are invitations to order, not binding offers. A binding contract is formed only when we send you an order confirmation or ship the Products.

All prices displayed on this Website are inclusive of applicable taxes unless otherwise stated. By placing an order, you agree that the total amount charged at checkout includes any required sales, use, or similar taxes imposed by applicable laws and regulations. We calculate and collect taxes based on the shipping address provided and in accordance with state and local tax requirements. In certain jurisdictions where tax collection obligations may vary or are not clearly defined, we reserve the right to include an estimated tax amount within the listed price. You are solely responsible for any additional taxes, duties, or governmental fees that may apply to your order under applicable law. We reserve the right to adjust pricing to reflect changes in tax rates or applicable laws without prior notice.

We may accept credit and debit cards, ACH/e-check, wire transfers, and other payment methods as listed at checkout. You authorize us (and our payment processors) to charge your designated payment method for the full order amount, including taxes and shipping.

By providing a card, you represent and warrant that: (i) you are the authorized cardholder or have permission from the cardholder; (ii) the card details are accurate and current; and (iii) you will not dispute, “call back,” or request a chargeback so long as the transaction corresponds to these Terms and your order as submitted.

By providing bank account information, you authorize us to initiate one-time or recurring debits (as applicable) in the amount of your order or agreed charges, and you represent that: (i) you are an authorized signer on the account; and (ii) you will not issue a stop payment, reversal, or dispute so long as the transaction corresponds to these Terms and your order as submitted.

Once you submit an order and payment is authorized, you may not modify payment details for that order. If you believe you made an error, you must contact us immediately. We reserve the right to decline any requested changes.

If any amount you owe is not received when due, we may: (i) assess interest at the maximum rate allowed by law or, if less, 1.5% per month, until paid in full; (ii) suspend or cancel pending shipments; and (iii) recover from you all reasonable costs of collection, including attorneys’ fees and court costs.

CHARGEBACKS, PAYMENT DISPUTES & LIQUIDATED DAMAGES

IF YOU BELIEVE A CHARGE IS UNAUTHORIZED, INCORRECT, OR RELATED TO AN ISSUE WITH YOUR ORDER, YOU AGREE TO CONTACT US PROMPTLY AND GIVE US A REASONABLE OPPORTUNITY TO INVESTIGATE AND RESOLVE THE MATTER BEFORE INITIATING ANY CHARGEBACK OR BANK DISPUTE, TO THE EXTENT ALLOWED BY YOUR CARDHOLDER/ACH RIGHTS.

A “Chargeback” means any chargeback, reversal, or dispute that: (i) is based on circumstances allocated to you under these Terms; (ii) misrepresents the facts (for example, stating that you did not place the order when you in fact did); or (iii) is otherwise initiated in bad faith or in clear violation of these Terms. If a Chargeback is initiated or sustained, you will be in material breach of this Agreement.

To the fullest extent permitted by law, if you initiate or cause a Chargeback, you agree that we shall be entitled to recover from you: (i) the full amount of the disputed transaction(s); (ii) reasonable liquidated damages relating to the administrative burden, investigation costs, processor penalties, and harm to our merchant accounts; (iii) all chargeback fees and related bank or processor fees; (iv) our reasonable attorneys’ fees and costs incurred in contesting the chargeback or collecting the above amounts; and (v) interest on all of the above at the maximum rate permitted by applicable law from the date the chargeback was posted until paid in full. These liquidated damages are intended to be compensatory, not a penalty. If a court or arbitrator determines that any portion is unenforceable, it shall be reduced to the maximum amount permitted by law; the remainder shall remain in effect.

You acknowledge that: (i) chargebacks and fraudulent disputes cause significant damages beyond the face value of the order; (ii) the administrative and reputational costs are difficult to quantify precisely in each case; and (iii) the liquidated damages framework above is a reasonable estimate of those losses at the time of contracting.

YOUR ACCESS RIGHTS AND CONDUCT 

Subject to these Terms, we grant to you a limited, non-exclusive, non-transferable, freely revocable right to access the Websites and use the Services as permitted by the features of the Website solely for your personal, non-commercial use, and only as permitted under these Terms. We reserve all rights in the Website and the Intellectual Property (as defined below) not expressly granted to you herein. We reserve the right, in our sole discretion, to deny use of the Website to anyone, for any reason, and at any time, subject to applicable law. 

You may not use the Website or Services on behalf of another individual or seek to obtain Services for someone other than yourself. 

You agree that you are not permitted to, and you will not attempt to: (i) infringe the patent, trademark, trade secret, copyright, or other intellectual property or other rights of another person; (ii) reproduce, duplicate, copy, sell, resell, or exploit any portion of the Website; (iii) reverse engineer, disassemble, decompile, or translate any components of the Website, attempt to derive the source code of any components of the Website, or authorize or assist any third party to do any of the foregoing; (iv) modify, copy or make derivative works based on any part of the Website or any underlying software, technology or other information, including any printed materials of the same; (v) use any robot, spider, or other such programmatic or automatic device, including, without limitation, automated dial-in or inquiry devices, to obtain information from the Website or otherwise monitor or copy any portion of the Website; (vi) systematically collect or use any content from the Website, including through the use of any data mining, or similar data gathering and extraction methods; (vii) disrupt or interfere in any manner with the operation of the Websites, or the hardware or network used to operate the Websites, or disobey any requirements, procedures, policies or regulations of networks connected to the Websites; (viii) allow, enable, or otherwise support the transmission of unsolicited or unauthorized advertising, junk or bulk email (SPAM), chain letters, letters relating to a pyramid scheme, or any other unsolicited commercial or non-commercial communication; (ix) upload or otherwise spread any software viruses, worms, time bombs, corrupted files, trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server, or communications systems or equipment; (x) attempt to disable, bypass, modify, defeat, or otherwise circumvent any security related tools incorporated into the Website; (xi) use any high volume, automated, or electronic means to access the Website (including, without limitation, robots, spiders or scripts); (xii) create Internet “links” to or from the Website, or “frame” or “mirror” any content which forms part of the Website, place pop-up windows over its pages, or otherwise affect the display of its pages; (xiii) disrupt, interfere with, or inhibit any other person from using the Website or other affiliated or linked websites, material, contents, products and/or services; (xiv) prepare, compile, use, download or otherwise copy any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party; or (xv) use the Website to violate any local, state, national or international law, rule or regulation, or in a manner that is harmful, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful, or abusive, on in any manner that exceeds the scope your limited access rights granted herein. 

If you submit or post any content (e.g., reviews, testimonials, questions, feedback), you: (i) grant us a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, distribute, and display such content in any media; and (ii) represent and warrant that you have all rights necessary to grant this license and that your content does not infringe any third-party rights or violate any law.

The software, code, proprietary methods, systems, functionality and content used in the Websites, without limitation all text, images, video, audio and design, and all names, logos, and other materials displayed on the Website (collectively, the “Intellectual Property”) are the exclusive property of Katharos, or third parties with whom we do business. The Intellectual Property may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way. You do not have any right to the Intellectual Property, or to use the Intellectual Property in any way, except the limited right to access the Websites in accordance with these Terms. 

THIRD PARTY CONTENT AND LINKS 

The Websites may contain links or references to websites operated by third parties. The provision of a link or reference to any other website is for your convenience only and does not constitute or imply that we endorse or recommend such third parties or their websites. We have no control over, do not review, and cannot be responsible for, third party websites or their content. When leaving the Websites for a third party website, you should carefully review its applicable terms of service, including privacy policy. Your access to any other website, and use of any content, products or Services thereon is at your own risk, and we are not responsible or liable, directly or indirectly, for any information, content, products or Services relating to any third-party websites, or for any damages or loss in connection with your use or reliance on such information, content, products or Services, or the acts or omissions of such websites or their operators. 

PRIVACY 

The confidentiality and privacy of your information is very important to us. Use of the Website, Services and purchase of Products is subject to the Privacy Policy. Please see our Privacy Policy, which explains how we may collect, use, share and disclose your information, which is incorporated into these Terms. 

TERMINATION 

You may terminate your Account at any time, for any reason, by sending an email to customerservice@katharos-labs.com. We may terminate your account and your right to access the Websites, at any time, for any reason or no reason. We reserve the right to discontinue the Website with or without notice to you. We will not be liable to you or any third party should we exercise our right to change or discontinue the Website. 

DISCLAIMER OF WARRANTIES 

EXCEPT AS EXPLICITY STATED IN A WRITTEN WARRANTY SPECIFIC TO A PRODUCT, ALL PRODUCTS AND/OR THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. KATHAROS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, OR SYSTEM INTEGRATION. KATHAROS MAKES NO WARRANTY THAT THE PRODUCT AND/OR WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES KATHAROS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS AND/OR WEBSITE, OR THAT DEFECTS IN THE PRODUCTS AND/OR WEBSITE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM THE USE THEREOF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KATHAROS OR THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 

RESEARCH MATERIALS INVOLVE INHERENT VARIABILITY AND UNCERTAINTY. KATHAROS DOES NOT WARRANT THAT ANY PRODUCT, SERVICE OR PROTOCOL WILL ACHIEVE ANY PARTICULAR SCIENTIFIC, TECHNICAL, OR COMMERCIAL RESULT IN YOUR SYSTEMS, ASSAYS, OR EXPERIMENTS. ANY HEALTH-RELATED OR SCIENTIFIC INFORMATION ON THE WEBSITE IS GENERAL EDUCATIONAL INFORMATION ONLY AND MUST NOT BE USED TO DIAGNOSE, TREAT, OR MANAGE ANY MEDICAL CONDITION. 

KATHAROS DOES NOT WARRANT THAT ANY INFORMATION, PICTURES OR GRAPHIC DEPICTIONS, DESCRIPTIONS OR OTHER CONTENT OF THE WEBSITE ARE ACCURATE, COMPLETE, RELIABLE, UPDATED, CURRENT, OR ERROR-FREE. KATHAROS IS NOT RESPONSIBLE FOR THE INTERNET, DATA BANDWIDTH OR SIGNAL OF YOUR COMPUTER OR MOBILE DEVICE. KATHAROS MAKES NO REPRESENTATION OR WARRANTY THAT THE PRODUCTS AND/OR WEBSITE ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OUTSIDE THE UNITED STATES OR ALL TERRITORIES WITHIN THE UNITED STATES. KATHAROS MAY RELY ON THE AUTHORITY OF ANYONE ACCESSING YOUR ACCOUNT AND IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL KATHAROS BE HELD LIABLE TO YOU FOR ANY LIABILITY OR DAMAGES RESULTING FROM OR ARISING OUT OF YOUR USE OF THE WEBSITE OR YOUR ACCOUNT. 

KATHAROS DOES NOT WARRANT THAT THE PRODUCT PACKAGING DEPICTED ON THE WEBSITE WILL MATCH THE ACTUAL PRODUCT THAT YOU RECEIVE. 

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KATHAROS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE PRODUCT AND/OR SERVICE, INCLUDING ANY INFORMATION AND CONTENT MADE AVAILABLE THROUGH THE SERVICE OR ANY SERVICES PERFORMED OR PRODUCTS OFFERED BY KATHOROS OR THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KATHAROS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KATHAROS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY PRODUCT, SERVICE OR ORDER SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID TO KATHAROS FOR THAT SPECIFIC ORDER. FOR CLAIMS UNRELATED TO A SPECIFIC ORDER, KATHAROS’ TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED US $100. YOU ACKNOWLEDGE THAT: (I) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN; AND (II) KATHAROS’ PRICING REFLECTS THIS ALLOCATION OF RISK.

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE WEBSITE OR CONTENT, SERVICES OR PRODUCTS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW. 

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Katharos, its owners, officers, employees, attorneys, contractors, and affiliates from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use, handling, storage, transport, or disposal of any Product; (ii) any breach of these Terms or violation of law by you or anyone acting on your behalf; (iii) any misuse of Products, including any use in humans or animals, or any unauthorized resale or diversion; (iv) any third-party claim alleging bodily injury, death, property damage, or environmental harm connected with your use or misuse of Products; and/or (v) any Chargeback or other fraudulent or abusive payment behavior. We reserve the right to control the defense of any claim by a third party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us. These indemnification obligations are not limited by the liability limitations in above and will survive termination of this Agreement.

ARBITRATION AGREEMENT; WAIVER OF TRIAL BY JURY AND WAIVER OF CLASS ACTION. 

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND KATHAROS WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH KATHAROS AND LIMIT THE MANNER IN WHICH YOU CAN SEE RELIEF. 

Any dispute, claim or controversy of any nature arising out of or relating in any way to the Products, use of the Website, the Services, these Terms, or this Arbitration Agreement (as defined below), including without limitation the interpretation, validity, scope, or applicability of these Terms or the Arbitration Agreement (hereinafter, collectively, the “Dispute”), which cannot be resolved informally, shall be resolved by binding arbitration on an individual, and not a class or representative, basis under the terms set forth below (the “Arbitration Agreement”). This Arbitration Agreement applies to you and Katharos, and to any of our subsidiaries, affiliates, agents, employees, predecessors in interest, successors in interest, and assigns. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, AND TO PARTICIPATE IN A CLASS ACTION OR OTHER PROCEEDING INVOLVING MULTIPLE CLAIMANTS, BUT THEY INSTEAD CHOOSE AND AGREE TO HAVE ALL DISPUTES AS SET FORTH HEREIN DECIDED THROUGH INDIVIDUAL ARBITRATION. 

Disputes where the amount in controversy is less than US$6,000 and filed by you or Katharos individually in a small claims court are not subject to arbitration, so long as the disputes remain in such court and advance only an individual (non-class, non-representative) claim for relief. In the event of any actual, alleged or threatened violation of confidentiality or violation of Katharos’ or its licensor’s intellectual property or other proprietary rights, Katharos may immediately resort to court proceedings in a court of competent jurisdiction as set forth below in order to seek immediate injunctive relief without posting of a bond, proof of damages or other similar requirement. The institution of any action for injunctive relief shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive relief to arbitration. 

You expressly agree that any and all actions taken under the Arbitration Agreement and related provisions, including but not limited to all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and may not be disclosed to any third party, except as otherwise may be required by law. 

The arbitration proceeding will be administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules (the “AAA Rules”) before a single arbitrator selected pursuant to the AAA rules. The decision of the arbitrator will be final and binding. Any final award or judgment may be filed and enforced in any court of competent jurisdiction. The parties shall share equally in the costs assessed for the arbitration, and each party shall bear its own attorneys’ fees and costs. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. 

The place of arbitration shall be in Sheridan County, Wyoming, unless otherwise agreed to in writing by all parties to the arbitration. The parties acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. § 1, et seq., as may be amended from time to time, shall govern the interpretation, enforcement and proceedings pursuant to this Arbitration Agreement. To the extent state law is applicable, the laws of the State of Wyoming shall apply without regard to conflict of laws provisions. 

This Arbitration Agreement provision will survive the termination of these Terms. Except as set forth in the Section titled Class Action Waiver below, if any portion of this Arbitration Agreement is deemed invalid or unenforceable through a final judicial determination, the entire Arbitration Agreement shall be null and void. No portion of this Arbitration Agreement may be amended, severed, or waived absent a written agreement between you and Katharos. 

The parties agree that they must initiate arbitration within one (1) year after any Dispute arose; otherwise, the Dispute is permanently barred. 

YOU AND KATHAROS 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 OR REPRESENTATIVE PROCEEDING. Further, unless both you and Katharos agree otherwise, the arbitrator may not consolidate one or more person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If there is a final judicial determination that applicable law precludes enforcement of this section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

TO THE EXTENT ANY CLAIM IS DETERMINED NOT TO BE SUBJECT TO ARBITRATION, OR FOR ENFORCEMENT OF AN ARBITRATION AWARD, YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS LOCATED IN SHERIDAN COUNTY, WYOMING. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND KATHAROS IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL.

LYOPHILIZED PRODUCTS

Some of our products are lyophilized, meaning they have been freeze-dried for optimal preservation, stability, and ease of shipping. This process results in Products that are not in liquid form. The lyophilization process is part of our commitment to delivering high-quality, stable, and reliable products to our customers. By purchasing our Products, you acknowledge you are aware of the lyophilized nature of our Products. You accept that the Products are not in a liquid form and understand the reason for the lyophilization process. Given the specific nature of our lyophilized Products, we do not accept returns or provide refunds if a customer complains about the Product not being in liquid form. This policy applies to all our Products without exception. You have the right to return or request a refund for Products under other circumstances that are consistent with our Refund Policy, but not based on the product being freeze-dried or not in liquid form.

COMMUNICATIONS BY TEXT MESSAGE AND EMAIL 

By accepting these Terms and/or by sending us an initial text message (an “SMS Enrollment”), you consent to receiving text messages sent via an automatic telephone dialing system regarding your account and use of the Websites, Products and Services. These text messages may include order confirmations, shipping notifications and other transactional messages. 

With your SMS Enrollment, you represent and understand that: (i) you are the owner or authorized user of the mobile device you used in order to initiate the SMS Enrollment; (ii) you are authorized to approve any applicable charges in connection with the text messages you send to and receive from us; (iii) you will be responsible for all messaging and other data charges that may apply for any text messages sent by you to us, or from us to you; and (iv) neither us, nor your or our mobile carriers, will be liable for delayed or undelivered messages. 

Note that access to the Website, Products and Services is not conditioned upon your consent to receive text messages from us, and you can opt-out of any of our SMS services at any time by texting “STOP” to the message received, from the mobile device that is subscribed to receive the SMS messages. After you send the text message “STOP” to us, we may send you one final text message to confirm that you have been unsubscribed. If you have opted-in to receive more than one type of text message from us, you will need to opt-out of each SMS service to which you are subscribed. Until you have done so, you may continue to receive the types of text messages from us that you have opted-in to receive but have not unsubscribed from. 

You also understand that while we take your privacy and the security of your information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from us are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information by text message or email, you do so at your own risk. By initiating an SMS Enrollment, you consent to sending text messages to us, and receiving text messages from us, that are not encrypted. Likewise, by emailing us or giving us your email, you consent to receive unencrypted emails messages from us. 

If you are experiencing any issues with our text messaging or email services, or if you have any concerns about sending or receiving any sensitive, please contact us by sending an email to customerservice@katharos-labs.com. If you have questions specific to your text or data plan, please contact your wireless provider. 

MISCELLANEOUS

These Terms (including any policies referenced and incorporated herein and any order confirmations issued by us) constitute the entire agreement between you and Katharos regarding the Website, Services and/or Products and supersede all prior agreements and understandings, whether written or oral.

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms, in whole or part, without your consent, including in connection with a merger, acquisition, reorganization, or sale of assets.

Neither these Terms, nor any content, materials or features of the Website and/or Products create any partnership, joint venture, employment, or other agency relationship between you and Katharos. You may not enter into any contract on our behalf or bind us in any way.

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, equipment or power failures, supply shortages, governmental actions, or network or communications failures.

Except as otherwise specifically set forth in these Terms, including with respect to the indemnification obligations contained herein and the agreement to arbitration, both parties hereby expressly agree that there is no intent by either party to create or establish third party beneficiary status rights or their equivalent in any other referenced individual, subcontractor or third party, and, except as specifically set forth in these Terms, that no third party shall have any right to enforce any right or enjoy any benefit that is created or established under these Terms.

Legal notices to Katharos must be sent via email transmission to legal@katharos-labs.com. We may send notices to you via the contact information associated with your account or included with your order.

ACKNOWLEDGEMENT & CONSENT

BY ACCESSING OR USING THE WEBSITE, CREATING AN ACCOUNT, OR PLACING AN ORDER FOR PRODUCTS, YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU ARE AT LEAST 21 YEARS OLD AND HAVE AUTHORITY TO BIND YOURSELF AND (IF APPLICABLE) YOUR ORGANIZATION; (III) ALL PRODUCTS ARE SOLD FOR RESEARCH USE ONLY AND NOT FOR HUMAN OR ANIMAL USE OR CONSUMPTION; (IV) YOU ACCEPT THE RISK ALLOCATION, WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION OBLIGATIONS, AND PAYMENT/CHARGEBACK RULES SET FORTH HEREIN; AND (V) YOU WILL COMPLY AT ALL TIMES WITH THESE TERMS AND ALL APPLICABLE LAWS IN CONNECTION WITH YOUR USE OF THE WEBSITE, SERVCIES AND PRODUCTS. IF YOU DO NOT AGREE, YOU MUST NOT USE THE WEBSITE, SERVICES OR PURCHASE OR USE ANY PRODUCT FROM KATHAROS.

CONTACT US

If you have any questions about these Terms, please contact us at:

Katharos Laboratories, Inc.
Email: customerservice@katharos-labs.com