Terms and Conditions
LEGAL DRAFT - REQUIRES REVIEW BY QUALIFIED COUNSEL
1. Acceptance of These Terms
These Terms and Conditions ("Terms") govern access to and use of the the Platform-branded tenant environment and the underlying multi-tenant software platform, websites, dashboards, applications, interfaces, communications features, commerce features, group-buying features, research tools, content, and related services (collectively, the "Platform"). By creating an account, accessing the Platform, placing or managing an order, participating in a group-buying activity, using support or research tools, or otherwise using the Platform, you agree to be bound by these Terms and by any additional policies incorporated by reference. If you do not agree, you must not use the Platform.
2. Parties and Platform Roles
The Platform is operated by [LEGAL COMPANY NAME] ("Platform Operator," "we," "us," or "our"). Each business customer that licenses or subscribes to the Platform is a "Tenant." A "Buyer" is a permitted user who acquires or reserves products through a Tenant environment. A "Vendor" is an independent manufacturer, supplier, distributor, or fulfillment party made available within the group-buying workflow. A "Member" is a user associated with a Tenant account. "Tenant Administrator" means a user authorized to administer a Tenant environment. These roles are functional only and do not, by themselves, create any partnership, joint venture, agency, franchise, fiduciary, employment, medical, professional, or other special relationship with the Platform Operator.
3. Software-as-a-Service Role; No Seller, Manufacturer, or Medical Provider Status
The Platform Operator provides software infrastructure, hosting, workflow tools, account management features, communications tools, document workflows, catalog functionality, group- buying coordination features, and related technology. Except where the Platform Operator expressly agrees in a separate written contract to act in another capacity, the Platform Operator is not the seller, manufacturer, compounder, formulator, laboratory, testing facility, importer, exporter, prescriber, dispensing pharmacy, healthcare provider, researcher, certifying authority, or guarantor of products listed, offered, reserved, purchased, fulfilled, or shipped through the Platform. Product transactions occur under the responsibility of the applicable Tenant and/or other identified commercial party.
4. Independent Responsibility for Products
Tenants, Vendors, and other product-side commercial parties are solely responsible for the legality, identity, composition, quality, purity, concentration, labeling, packaging, storage, handling, transportation, documentation, certificates, product descriptions, marketing claims, regulatory classification, and fulfillment of the products they list, supply, manufacture, or sell. The Platform Operator does not independently test, inspect, authenticate, approve, endorse, warrant, certify, or verify products or product documentation unless expressly stated in a separate written agreement.
5. No Product Warranty by the Platform Operator
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRODUCTS AND PRODUCT- RELATED INFORMATION MADE AVAILABLE THROUGH THE PLATFORM ARE PROVIDED BY INDEPENDENT TENANTS, VENDORS, OR OTHER THIRD PARTIES. THE PLATFORM OPERATOR MAKES NO REPRESENTATION OR WARRANTY REGARDING PRODUCT SAFETY, IDENTITY, QUALITY, PURITY, STERILITY, POTENCY, CONCENTRATION, FITNESS, MERCHANTABILITY, REGULATORY STATUS, LABELING, STORAGE, SHIPPING CONDITIONS, CERTIFICATES, RESULTS, OR SUITABILITY FOR ANY PURPOSE. ANY PRODUCT WARRANTY, IF ANY, IS PROVIDED ONLY BY THE RESPONSIBLE SELLER, TENANT, VENDOR, MANUFACTURER, OR OTHER IDENTIFIED PARTY.
6. Research-Use Products; Prohibited Human Use
Where a product is designated "for research use only," "not for human use," "not for human consumption," "laboratory use only," or with similar language, that designation is a material condition of access, purchase, reservation, possession, and use. Such products are not offered by the Platform Operator as medicines, drugs, dietary supplements, food, cosmetics, treatments, therapies, or products intended to diagnose, cure, mitigate, treat, or prevent disease. Users must not use Platform content or product availability as a substitute for licensed medical advice. Users are responsible for complying with all applicable laws, institutional policies, laboratory requirements, handling standards, import/export restrictions, and product restrictions.
7. No Medical Advice
Nothing on the Platform constitutes or should be interpreted as medical advice, diagnosis, treatment recommendation, prescription, dosage instruction, patient-specific guidance, or a clinician-patient relationship. Any research assistant, questionnaire, calculator, article, knowledge resource, comparison, summary, or AI-assisted output is informational or research-oriented only. Users must consult an appropriately licensed physician or other qualified healthcare professional for personal medical questions or decisions.
8. Eligibility and Account Registration
You must have the legal capacity to enter into these Terms and meet any age, professional, business, jurisdictional, or account requirements established by the applicable Tenant. You must provide accurate, current, and complete registration information and keep it updated. You are responsible for safeguarding credentials, restricting access to your account, and all activity performed through your credentials except to the extent prohibited by law.
9. Tenant Control and Account Administration
Each Tenant controls its own tenant environment, including authorized users, roles, permissions, catalog settings, group-buying settings, support personnel, available features, branding, and other configuration. Tenant Administrators are responsible for assigning access appropriately. The Platform Operator may enforce platform-wide security, legal, technical, usage, and subscription restrictions regardless of Tenant configuration.
10. Products, Listings, and Catalog Content
Product listings may include names, descriptions, images, specifications, inventory, pricing, documentation, status, categories, availability, and other information supplied by a Tenant or other authorized source. The responsible Tenant must ensure that its listings are accurate, lawful, appropriately qualified, and not misleading. The Platform Operator may remove, disable, restrict, or require modification of listings that may violate law, these Terms, third-party rights, platform policy, payment-provider rules, or safety standards.
11. Commerce Orders
The Platform may allow Tenants to sell products that the Tenant represents as available in inventory. Order acceptance, fulfillment, cancellation, return, refund, taxation, shipping, and customer-service obligations belong to the identified seller or merchant of record, subject to the Tenant's posted policies and applicable law. The Platform Operator may provide technical tooling but does not assume the seller's obligations merely by providing the Platform.
12. Group Buying
The Platform may facilitate group-buying workflows in which an Administrator publishes a bulk opportunity, Buyers reserve available quantities, and Vendors support production, documentation, or fulfillment. Group buying may involve minimum quantities, allocation limits, deadlines, production lead times, documentation requirements, shipping milestones, or other conditions. Participation does not guarantee that a group-buying opportunity will be completed, fully allocated, produced, shipped, delivered, approved by any regulator, or accepted by any payment provider.
13. Vendor Relationships and No Direct Buyer-Vendor Communication
Vendors are independent commercial parties and are not Platform members for chat or group-chat purposes. The Platform is designed so that Buyers and Vendors do not communicate directly through the Platform's chat functionality. Communications needed for operations may be routed through the Tenant, Tenant Administrator, or other authorized internal role. No direct-chat capability creates or implies a direct contractual or advisory relationship between a Buyer and Vendor.
14. Product Documentation and Certificates
The Platform may store or display certificates of analysis, quality certificates, packaging photographs, shipping documents, tracking information, technical files, or other product-related records. Such materials are supplied by Tenants, Vendors, laboratories, carriers, or other third parties. Unless expressly stated otherwise, the Platform Operator does not independently authenticate or validate those materials and does not guarantee that they are current, complete, accurate, genuine, applicable to a specific lot, or sufficient for any regulatory or scientific purpose.
15. Payments and Payment Providers
The Platform may integrate third-party payment providers in the future, including providers such as Stripe, PayPal, or other processors. Payment services may be subject to separate terms, privacy policies, verification requirements, fees, prohibited-business rules, reserves, chargeback procedures, sanctions screening, and risk controls imposed by those providers. Unless expressly stated otherwise, the Platform Operator is not a bank, money transmitter, payment institution, escrow provider, or credit provider. Merchant-of-record responsibilities and settlement flows must be identified in the applicable Tenant's commercial terms.
16. Subscription Plans and SaaS Fees
Tenant access to the Platform may be provided through one of several subscription plans priced by active member, usage, feature access, storage, AI utilization, support level, or other metrics. Subscription features and limits may vary by plan. The Platform Operator may change plan names, features, limits, and pricing prospectively in accordance with the applicable subscription agreement, order form, or notice requirements. Tenant obligations for payment survive suspension where amounts are already due.
17. Chat, Group Chat, Tickets, and Communications
The Platform may provide direct chat, group chat, support ticketing, notifications, and internal notes. Vendors are excluded from chat and group-chat participation. Users must not use communications tools for harassment, unlawful activity, prohibited product promotion, medical prescribing, confidential-data misuse, or circumvention of Tenant controls. The Platform Operator and Tenant may retain communications as necessary for service delivery, support, security, audit, compliance, dispute resolution, and legal obligations, subject to applicable privacy law.
18. AI, Research Assistants, Questionnaires, and Calculators
The Platform may offer AI-enabled research assistants, questionnaires, research-profile tools, calculators, knowledge tools, summaries, recommendations concerning research categories, or other automated outputs. Such outputs may be incomplete, inaccurate, outdated, probabilistic, or unsuitable for a particular context. They are not medical, legal, regulatory, scientific-validation, or professional advice. Users must independently verify information and use qualified professionals where appropriate. The Platform Operator may limit AI features by subscription plan, usage threshold, jurisdiction, product category, or safety requirement.
19. Acceptable Use
You may not use the Platform to violate law, infringe rights, bypass access controls, introduce malware, scrape or extract data at scale without authorization, interfere with service operation, misrepresent product status, falsify documents, manipulate inventory, circumvent subscription limits, impersonate another person, facilitate unauthorized medical use of research-only products, or engage in fraudulent, deceptive, abusive, or unsafe conduct. The Platform Operator may investigate and restrict suspected violations.
20. Intellectual Property
The Platform, its software, architecture, interfaces, workflows, documentation, branding owned by the Platform Operator, and associated intellectual property are owned by or licensed to the Platform Operator and are protected by applicable intellectual-property laws. Tenants and users retain rights in content they lawfully submit, subject to the limited licenses needed to host, process, display, secure, back up, transmit, and otherwise operate the Platform. Third-party trademarks and product names remain the property of their respective owners.
21. Suspension and Termination
The Platform Operator may suspend or terminate access where reasonably necessary for security, nonpayment, legal compliance, sanctions, suspected fraud, prohibited product activity, misuse, material breach, technical risk, harm to other users, or protection of the Platform. Tenants may separately deactivate users according to their permissions. Where practicable and legally permitted, reasonable notice may be provided. Certain provisions, including payment obligations, intellectual property, disclaimers, limitations, indemnity, dispute provisions, and audit rights, survive termination.
22. Disclaimers of Platform Availability
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PLATFORM OPERATOR DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, THAT ALL DEFECTS WILL BE CORRECTED, THAT ALL FEATURES WILL ALWAYS BE AVAILABLE, OR THAT THIRD-PARTY SERVICES, AI PROVIDERS, PAYMENT PROVIDERS, HOSTING PROVIDERS, CARRIERS, OR VENDORS WILL OPERATE WITHOUT INTERRUPTION.
23. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM OPERATOR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR OPPORTUNITY; PRODUCT- RELATED INJURY OR LOSS CAUSED BY THIRD-PARTY PRODUCTS; OR LOSSES ARISING FROM TENANT, VENDOR, BUYER, CARRIER, PAYMENT-PROVIDER, LABORATORY, OR OTHER THIRD- PARTY ACTS OR OMISSIONS. TO THE EXTENT A MONETARY CAP IS PERMITTED, THE AGGREGATE LIABILITY CAP SHOULD BE COMPLETED BY COUNSEL IN THE FINAL AGREEMENT: [LIABILITY CAP FORMULA]. Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.
24. Indemnification
To the extent permitted by law, each Tenant agrees to defend, indemnify, and hold harmless the Platform Operator and its affiliates, personnel, and licensors from claims, losses, liabilities, damages, penalties, costs, and reasonable legal fees arising from or related to the Tenant's products, listings, marketing claims, regulatory obligations, user management, tax obligations, fulfillment, product documentation, product safety, violations of law, or breach of these Terms. Buyer and Vendor indemnity obligations, if desired, should be tailored by counsel to the applicable user relationship and jurisdiction.
25. Governing Law; Disputes
These Terms will be governed by the laws of [GOVERNING JURISDICTION], without regard to conflict-of-laws principles, except to the extent mandatory law provides otherwise. Any arbitration requirement, class-action waiver, jury-trial waiver, venue clause, consumer-rights notice, or informal dispute-resolution procedure must be completed by qualified counsel for the intended jurisdictions. Proposed forum: [COURT / ARBITRATION FORUM / VENUE].
26. Changes to These Terms
We may update these Terms to reflect changes in law, the Platform, security practices, commercial models, or third-party requirements. Material changes will be communicated in a manner appropriate to the relationship and applicable law. Continued use after an effective update may constitute acceptance where legally permitted.
27. Contact
Legal notices regarding these Terms should be sent to: [LEGAL NOTICE EMAIL], [LEGAL COMPANY NAME], [LEGAL ADDRESS].