Terms of service

NUVITAUSA.COM | NUVITAAMERICA.COM

WEBSITE TERMS OF SERVICE

Effective Date: April 9, 2026

Version 1.0

TABLE OF CONTENTS

1. Scope and Acceptance of Terms

These Website Terms of Service ("Terms", "Agreement") constitute a legally binding contract between you ("User", "you", "your") and NUVITA USA CORP and its affiliated entity NuvitaAmerica.com & NuvitaAmerica.com (collectively, "Nuvita", "Company", "we", "us", "our"), governing your access to and use of the following platforms:

• www.nuvitausa.com and all associated subdomains, pages, and linked resources ("Nuvita USA Platform")
• www.nuvitaamerica.com and all associated subdomains, pages, and linked resources ("Nuvita America Platform")
• Any mobile applications, APIs, data feeds, or digital services provided by Nuvita (collectively, the "Platforms")

By accessing any of the Platforms — whether by browsing, registering an account, placing an order, downloading materials, or any other means of use — you confirm that:

• You are at least 21 years of age;
• You have full legal capacity to enter into a binding agreement;
• You are accessing the Platforms on behalf of a qualified research institution, licensed laboratory, accredited academic entity, or registered scientific organization;
• All information you provide to Nuvita is accurate, complete, and current;
• Your use of the Platforms and any products purchased will comply strictly with all applicable local, state, federal, and international laws and regulations.

Nuvita reserves the sole and absolute right to modify, update, amend, or replace these Terms at any time without prior notice. Continued use of the Platforms following any modification constitutes unconditional acceptance of the revised Terms. It is your sole responsibility to review these Terms periodically.

2. Eligibility Requirements

2.1 Minimum Age Requirement

Access to and use of the Platforms — including but not limited to browsing, account registration, purchasing, and downloading content — is strictly restricted to individuals who are 21 (twenty-one) years of age or older. This age restriction is absolute and non-negotiable. Nuvita will not knowingly permit access to or transactions with any individual under the age of 21. Any access obtained by misrepresentation of age is a material breach of these Terms and may result in immediate account termination and legal action.

2.2 Authorized User Classes

Purchase of products from the Platforms is exclusively available to the following categories of verified users ("Authorized Purchasers"):

• Licensed Research Laboratories: Facilities holding valid, current laboratory licenses issued by applicable state, federal, or international regulatory authorities;
• Accredited Academic Institutions: Universities, colleges, polytechnic institutes, and other degree-granting institutions accredited by a recognized accreditation body, operating through their official research departments;
• Registered Scientific Organizations: Non-profit or for-profit organizations registered in good standing whose primary purpose is the conduct of scientific, chemical, biological, or pharmaceutical research;
• Government Research Entities: Federal, state, or municipal agencies conducting authorized scientific research through accredited facilities;
• Pharmaceutical and Biotech R&D Entities: Companies engaged in drug discovery, compound screening, or preclinical research through properly licensed facilities.

Nuvita reserves the right to request proof of eligibility at any time, including but not limited to institutional credentials, laboratory licenses, accreditation certificates, DEA registration numbers, state permits, employer identification numbers, and signed institutional authorization letters. Failure to provide satisfactory documentation within the period specified by Nuvita will result in cancellation of any pending orders and termination of account access without refund.

2.3 Geographic Restrictions

The Platforms are operated from the United States. Nuvita makes no representation that products or services available on the Platforms are appropriate or legally permissible in all jurisdictions. Users are solely responsible for determining whether use of the Platforms and purchase of products is lawful in their jurisdiction. Nuvita reserves the right to refuse service to any geographic location at its sole discretion and without notice.

2.4 Prohibited Persons

The following individuals and entities are expressly prohibited from accessing or using the Platforms in any capacity:

• Any person under 21 years of age;
• Any person or entity previously banned or suspended from any Nuvita platform;
• Any person or entity on a government-maintained sanctions list, denied-party list, or debarment list;
• Any person intending to use products for human consumption, personal use, or any use outside a controlled research setting;
• Any person or entity engaged in or facilitating illegal activity of any kind.

3. Research and Institutional Use — Strict Prohibition on Personal Use

By placing any order through the Platforms, the purchasing Authorized Purchaser unconditionally represents, warrants, and covenants that:

• All products will be used solely for lawful in vitro or laboratory research purposes within a properly equipped, professionally staffed, and duly licensed research facility;
• No product will be reformulated, repackaged, relabeled, or redistributed for human or animal consumption in any form;
• No product will be administered to, ingested by, or otherwise applied to any human being or animal, whether directly or indirectly;
• Products will be stored, handled, and disposed of in strict compliance with all applicable safety regulations, including OSHA standards, EPA guidelines, and relevant state environmental regulations;
• Products will not be transferred, resold, or otherwise conveyed to any third party who does not independently meet the Authorized Purchaser eligibility requirements set forth in Section 2;
• The purchasing institution maintains appropriate Material Transfer Agreements where required by law or institutional policy;
• All required institutional approvals (e.g., IBC, IRB, IACUC approvals where applicable) are in place prior to use.

Violation of any provision in this Section 3 constitutes a material breach of these Terms, voids any and all warranties, and may expose the User to civil liability and criminal prosecution under applicable federal and state law. Nuvita will cooperate fully with law enforcement authorities in any investigation arising from misuse of its products.

4. Account Registration and Security

4.1 Account Creation

Access to purchasing functionality requires creation of a verified institutional account. All registrations are subject to review, approval, and ongoing verification by Nuvita. Nuvita reserves the right to reject any application for account creation at its sole discretion, with or without explanation. Account approval is not guaranteed.

4.2 Accuracy of Information

You represent and warrant that all information provided during registration and at all subsequent times is true, accurate, current, and complete. You agree to promptly update your account information to maintain its accuracy. Providing false, misleading, or incomplete information constitutes a material breach of these Terms and may result in immediate account termination and referral to law enforcement.

4.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You must not share your credentials with any unauthorized person or entity. You agree to immediately notify Nuvita at the contact information provided in Section 18 of any actual or suspected unauthorized access to your account. Nuvita is not liable for any loss, damage, or harm arising from your failure to maintain the security of your account credentials.

4.4 Account Termination

Nuvita reserves the right to suspend, restrict, or permanently terminate any account, and to cancel any pending orders, without notice and without liability, for any reason including but not limited to: breach of these Terms, suspected fraud or misrepresentation, failure to provide requested verification documentation, expiration or revocation of institutional credentials, or any use of the Platforms or products that Nuvita, in its sole judgment, deems improper or harmful.

5. Orders, Payments, and Fulfillment

5.1 Order Acceptance

Submission of an order through the Platforms constitutes an offer to purchase, not a binding contract of sale. All orders are subject to Nuvita's review, acceptance, and verification. Nuvita expressly reserves the right to refuse, cancel, or limit any order at any time, for any reason, including without limitation: inability to verify eligibility, suspected misrepresentation, payment failure, product unavailability, export control restrictions, or compliance concerns.

5.2 Pricing and Taxes

All prices displayed on the Platforms are in United States Dollars (USD) and are subject to change without notice. Prices displayed do not include applicable federal, state, or local taxes, duties, import fees, or regulatory surcharges, all of which are the sole responsibility of the purchaser. Nuvita is not responsible for pricing errors on the Platforms and reserves the right to cancel orders placed at an incorrect price.

5.3 Payment

Full payment is required at the time of order. Nuvita accepts payment methods as specified on the Platforms. You authorize Nuvita to charge your designated payment method for the full amount of each order, including applicable taxes and shipping. All payments are processed through secure third-party payment processors. Nuvita does not store full payment card information on its servers.

5.4 Shipping and Export Controls

All shipments are subject to applicable federal, state, and international export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) and the regulations administered by the U.S. Office of Foreign Assets Control (OFAC). You are solely responsible for ensuring that the importation of any product into your jurisdiction is lawful. Nuvita will not ship to any destination where such shipment would be prohibited by law. Nuvita reserves the right to require export documentation prior to shipment and to cancel orders where compliance cannot be confirmed.

5.5 Returns and Refunds

Due to the nature of research-grade products and strict chain-of-custody and integrity requirements, ALL SALES ARE FINAL. Nuvita does not accept returns of any product once shipped, except in cases of documented product defect or fulfillment error as determined solely by Nuvita. Any request for replacement or credit must be submitted in writing within five (5) business days of receipt of the order, accompanied by photographic evidence and a detailed written description of the claimed defect. Nuvita's determination is final and binding.

6. Prohibited Conduct

In addition to all other restrictions set forth in these Terms, you expressly agree that you will not:

• Use the Platforms or any products for any purpose other than lawful in vitro research as described in Section 3;
• Access, or attempt to access, the Platforms using the account or credentials of any other person or entity;
• Use automated scripts, bots, scrapers, crawlers, or any other automated means to access, query, or interact with the Platforms;
• Attempt to circumvent, disable, or interfere with any security feature, access control, or authentication mechanism of the Platforms;
• Upload, transmit, or otherwise introduce any malware, virus, ransomware, spyware, Trojan horse, worm, or other malicious or harmful code;
• Harvest, collect, or compile personal information of other users without their express written consent;
• Misrepresent your identity, affiliation, age, credentials, or any other information to Nuvita or on the Platforms;
• Engage in any conduct that is fraudulent, deceptive, illegal, or harmful to Nuvita or any third party;
• Violate any applicable federal, state, local, or international law or regulation;
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive source code from any portion of the Platforms;
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Platforms or its content without the express written permission of Nuvita;
• Interfere with or disrupt the operation of the Platforms, the servers on which the Platforms are hosted, or any network connected to the Platforms;
• Circumvent any geographic or access restriction imposed by Nuvita;
• Use the Platforms in any manner that could damage, disable, overburden, or impair Nuvita's infrastructure.

Any violation of this Section 6 may result in immediate account termination, civil legal action, and/or referral to applicable law enforcement authorities. Nuvita reserves all legal remedies available to it under federal and state law.

7. Intellectual Property Rights

7.1 Ownership

All content on the Platforms — including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, product descriptions, technical documentation, and software — is the exclusive property of NUVITA USA CORP, Nuvita America, or its content suppliers, and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

7.2 Limited License

Subject to your full and ongoing compliance with these Terms, Nuvita grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platforms solely for your internal research and purchasing purposes. This license does not include the right to: (a) resell or commercially exploit any content on the Platforms; (b) download or copy account information for the benefit of any third party; (c) use any data mining, robots, scrapers, or similar data gathering methods; or (d) create derivative works of any content on the Platforms.

7.3 Trademarks

"Nuvita USA," "Nuvita America," and all related logos, product names, and service marks are trademarks and service marks of NUVITA USA CORP. You are strictly prohibited from using any Nuvita trademark, trade name, or service mark without the prior express written consent of Nuvita, which Nuvita may withhold in its sole discretion.

7.4 User-Submitted Content

If you submit any content to Nuvita (including feedback, reviews, inquiries, research data, or any other material), you grant Nuvita a perpetual, irrevocable, worldwide, royalty-free, fully sub-licensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in any medium. You represent and warrant that you own or have the necessary rights to grant this license and that the content does not infringe any third-party rights.

8. Disclaimers and Warranties

Nuvita expressly disclaims all warranties, including but not limited to:

• Any implied warranty of merchantability, fitness for a particular purpose, or non-infringement;
• Any warranty that the Platforms will be uninterrupted, error-free, secure, or free of viruses or other harmful components;
• Any warranty as to the accuracy, completeness, reliability, or timeliness of any content on the Platforms;
• Any warranty regarding the results that may be obtained from the use of the Platforms or any products;
• Any warranty regarding the suitability of any product for any specific research application or scientific purpose.

Nuvita does not warrant that any product is approved by the U.S. Food and Drug Administration (FDA), the Drug Enforcement Administration (DEA), or any other regulatory body for any purpose. All product descriptions, specifications, and technical data are provided for informational purposes only and are subject to change without notice.

9. Limitation of Liability

In no event shall Nuvita's total cumulative liability to you for all claims arising out of or relating to these Terms or your use of the Platforms exceed the greater of: (a) the total amount paid by you to Nuvita in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred United States dollars (USD $100.00).

The foregoing limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if Nuvita has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, Nuvita's liability is limited to the maximum extent permitted by law.

You acknowledge that the limitations in this Section 9 are a fundamental element of the basis of the bargain between Nuvita and you, and that Nuvita would not have entered into this Agreement without such limitations.

10. Indemnification

You agree, to the fullest extent permitted by law, to indemnify, defend, and hold harmless NUVITA USA CORP, NuvitaAmerica.com, and their respective officers, directors, employees, agents, licensors, suppliers, successors, and assigns (collectively, "Nuvita Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in any way related to:

• Your access to or use of the Platforms or any products;
• Any breach or alleged breach of these Terms by you;
• Any misrepresentation made by you in connection with your use of the Platforms;
• Your violation of any applicable law, regulation, or third-party right;
• Any claim by a third party arising from your use or misuse of any product purchased from the Platforms;
• Any unauthorized use of your account or credentials, unless directly caused by Nuvita's gross negligence.

Nuvita 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 case you agree to cooperate fully with Nuvita's defense of such matter.

11. Privacy and Data Protection

Nuvita's collection, use, storage, and disclosure of personal information collected through the Platforms is governed by Nuvita's Privacy Policy, which is incorporated into these Terms by reference. By using the Platforms, you acknowledge that you have read and agree to the Privacy Policy.

You acknowledge and agree that Nuvita may collect, process, and retain institutional information provided during account registration and order fulfillment for purposes of identity verification, regulatory compliance, fraud prevention, and legal record-keeping. Nuvita may share such information with regulatory authorities, law enforcement agencies, or other government bodies as required by law or court order, without notice to you.

By using the Platforms, you expressly consent to the collection and processing of any data submitted to Nuvita for the purposes described in the Privacy Policy and these Terms.

12. Regulatory Compliance and Export Controls

All products sold by Nuvita are subject to applicable federal, state, and international laws and regulations, including without limitation:

• The Controlled Substances Act (21 U.S.C. § 801 et seq.) and all related DEA regulations;
• The Export Administration Regulations (15 C.F.R. Parts 730–774);
• OFAC sanctions regulations (31 C.F.R. Parts 500–599);
• Applicable state laboratory licensing and chemical control statutes;
• The Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.);
• The Chemical Diversion and Trafficking Act and applicable List I and List II chemical regulations;
• All applicable OSHA, EPA, and DOT hazardous materials regulations.

You are solely responsible for obtaining all permits, licenses, authorizations, and registrations required by law to purchase, possess, use, handle, store, and dispose of any product purchased from the Platforms. Nuvita expressly disclaims all liability for your failure to comply with applicable laws and regulations. You agree to indemnify and hold Nuvita harmless from any penalty, fine, forfeiture, or liability arising from your non-compliance.

13. Third-Party Links and Content

The Platforms may contain links to third-party websites, resources, or services. Such links are provided solely for your convenience and informational purposes. Nuvita does not endorse, control, or assume any responsibility for the content, privacy practices, accuracy, or availability of any third-party website or resource. Your use of any third-party website is entirely at your own risk and is subject to the terms and conditions of such third-party websites.

14. Digital Millennium Copyright Act (DMCA)

Nuvita respects the intellectual property rights of others and expects users of the Platforms to do the same. If you believe that any content on the Platforms infringes your copyright, please provide Nuvita's designated copyright agent with a written notice containing: (1) an electronic or physical signature of the person authorized to act on behalf of the copyright owner; (2) a description of the copyrighted work you claim has been infringed; (3) the URL or other specific location of the allegedly infringing material; (4) your name, address, telephone number, and email address; (5) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on their behalf.

DMCA notices should be sent to the contact information provided in Section 18.

15. Governing Law, Dispute Resolution, and Arbitration

15.1 Governing Law

These Terms and all disputes arising under or related to them shall be governed exclusively by the laws of the State of Michigan, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to these Terms.

15.2 Mandatory Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to these Terms, the Platforms, or any products — including questions regarding the existence, scope, validity, breach, or termination of these Terms — shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in English in Detroit, Michigan. The arbitrator shall have exclusive authority to resolve all threshold arbitrability questions, including the scope and enforceability of this arbitration agreement.

15.3 Class Action Waiver

YOU AND NUVITA USA CORP EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS, CONSOLIDATED, REPRESENTATIVE, OR COLLECTIVE ACTION. YOU EXPRESSLY WAIVE ANY RIGHT TO BRING A CLASS ACTION OR PARTICIPATE IN A CLASS-WIDE PROCEEDING. This waiver is an essential and material element of this arbitration agreement.

15.4 Exceptions

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the resolution of arbitration. Nuvita may also pursue enforcement of any judgment of an arbitration award in any court of competent jurisdiction.

15.5 Venue

For any matter not subject to mandatory arbitration, or in the event that the arbitration agreement is found unenforceable, the parties consent exclusively to the personal jurisdiction and venue of the state and federal courts located in Wayne County, Michigan.

16. Termination

These Terms remain in full force and effect while you use the Platforms. Nuvita may, in its sole and absolute discretion, terminate or suspend your access to all or any part of the Platforms at any time, with or without cause, with or without notice, and effective immediately, without any liability to you. Grounds for termination include, without limitation: breach of these Terms, suspected fraud, misrepresentation of eligibility, product misuse, regulatory non-compliance, or any conduct that Nuvita deems harmful to the Platforms, other users, or the Company.

Upon termination of your account: (a) your license to access and use the Platforms immediately ceases; (b) any pending orders may be cancelled at Nuvita's discretion; (c) all provisions of these Terms that by their nature should survive termination shall survive, including without limitation: intellectual property ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices published by Nuvita on the Platforms, constitute the entire agreement between you and Nuvita with respect to your use of the Platforms and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether oral or written.

17.2 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms shall remain in full force and effect.

17.3 No Waiver

Nuvita's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Nuvita to be effective.

17.4 Assignment

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the prior written consent of Nuvita. Nuvita may freely assign its rights and obligations under these Terms without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of assets. Any purported assignment in violation of this provision is void.

17.5 Force Majeure

Nuvita shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, government action, war, terrorism, civil unrest, strikes, supply chain disruptions, or failures of third-party service providers. In such events, Nuvita will use commercially reasonable efforts to provide notice and resume performance as soon as practicable.

17.6 Electronic Communications

By using the Platforms, you consent to receive communications from Nuvita electronically, including by email and by postings on the Platforms. You agree that all notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

18. Contact Information

For all legal notices, compliance inquiries, DMCA notifications, and account-related matters, please contact:

— End of Terms of Service —

Effective Date: April 9, 2026 | Version 1.0 | © 2026 Nuvita USA Corp. All Rights Reserved.