SERVICES

1. Sponsor acknowledges that Chemtos, LLC and/or its affiliates (hereafter and together referenced as “Chemtos”) performs various activities including, but not limited to, the following: Drug Discovery Services, Chemical-Synthesis Services, Research and Development Services, Impurity Isolation Services, Structural Elucidation Services, Analytical Analysis and Re-Certification Services, Consulting Services (together, the “Services”).
2. Nothing in Chemtos' Quote or proposal to a sponsor is intended to grant any rights to Chemtos under any patent, copyright, trade secret or other intellectual property right.
3. All compounds synthesized are for research & development (R&D) use only. Not for medicinal, food, or household use. Not for human use or consumption. They may contain minor impurities that have not been identified or characterized and the minor impurities could have an outsized biological response. For R&D and custom-synthesis services provided, well qualified scientists' conduct the work to the best of their abilities and as efficiently as possible. Confidential project update reports are emailed to sponsor every week.
4. Compounds currently covered by valid patents are custom-synthesized for R&D use under research exemption in accordance with (i) 35 USC 271(e)+A13(1) in the U.S.; (ii) Section 69.1 of Japanese Patent Law in Japan; (iii) Section 11, No. 2 of the German Patent Act of 1981 in Germany; (iv) Section 60, Paragraph 5b of the U.K. Patents Act of 1977 in the U.K.; (v) Sections 55.2(1) and 55.2(6) and other common law exemptions of Canadian patent law in Canada; (vi) Section 68B of the Patents Act of 1953 in New Zealand; (vii) such related legislation and/or case law as may be or become applicable in the aforementioned countries; and (viii) such similar laws and rules as may apply in various other countries. Any patent infringement issue and resulting liability is solely at sponsor’s risk.
5. For analytical services provided, copies of the analytical data (with integrals as appropriate) processed by a qualified and trained scientist are included in its CoA to support the values listed. We have found that auto-data-processing routines in various vendor provided software are not as accurate as compared to manual and somewhat subjective processing of analytical data by a qualified scientist. We provide our best analytical analysis values based on our (scientists’) knowledge, skills, and past-experiences. Variance in values, if known or determined, is also included in its CoA.

PRODUCTS

1. All products listed for sale on Chemtos website or offered for sale in a quote or proposal are only for research & development (R&D), primarily for use as Certified Analytical Reference Standards. Not for medicinal, food, or household use. They are not for human use or consumption - without any exceptions. They may contain minor impurities that have not been identified or characterized and the minor impurities could have an outsized biological response. In most cases, potency of compound has been accurately determined using Proton qNMR analysis, while impurities are usually not identified.
2. Products listed as "in-stock" are in-stock at the time of quote but availability is not guaranteed. Sales are subject to not being sold out due to prior-sale and must be cleared for sale by Quality Control checks.
3. Compounds currently covered by valid patents are offered for R&D use under research exemption (not for human consumption) in accordance with (i) 35 USC 271(e)+A13(1) in the U.S.; (ii) Section 69.1 of Japanese Patent Law in Japan; (iii) Section 11, No. 2 of the German Patent Act of 1981 in Germany; (iv) Section 60, Paragraph 5b of the U.K. Patents Act of 1977 in the U.K.; (v) Sections 55.2(1) and 55.2(6) and other common law exemptions of Canadian patent law in Canada; (vi) Section 68B of the Patents Act of 1953 in New Zealand; (vii) such related legislation and/or case law as may be or become applicable in the aforementioned countries; and (viii) such similar laws and rules as may apply in various other countries. Any patent infringement issue and resulting liability is solely at buyer’s risk.

PRIVACY

In the course of providing Services, Chemtos may have access to personally identifiable information regarding individuals (“Personal Information”) relating to Sponsor or other third parties. Such data transfer and processing of Personal Information may include all categories of data necessary for the conduct of the Services under this Agreement, and in particular name, initials, date of birth, address, gender, genetic data, health, education, financial information and work experience. Chemtos shall comply with all applicable laws and regulations related to the transfer, use, processing, disclosure or access of such Personal Information. Chemtos shall process Personal Information only on documented instructions from Sponsor and shall not use or disclose such Personal Information other than as permitted by the Agreement or as required by law. Chemtos shall use appropriate safeguards to protect the confidentiality of the Personal Information and against theft, unauthorized access or publication of the Personal Information, and will ensure that each of its agents or employees agrees to these same requirements. Chemtos agrees that it shall not share, release, or otherwise make available the Personal Information to third parties other than those authorized by Sponsor and with a need to know such Personal Information and subject to contractual agreements or other legal acts protecting the confidentiality of such Personal Information and preventing any unauthorized access, use or disclosure. In the event of use or disclosure of Personal Information not permitted by this Agreement, Chemtos shall immediately and within twenty-four (24) hours, report this to affected Sponsor and shall include a detailed summary of the incident and any impact with such report. Chemtos shall make available to Sponsor any information necessary for Sponsor to comply with any individual’s rights to access, amend, and receive an accounting of disclosures of their personal information. The provisions relating to data protection aspects shall be governed by the applicable laws, including the data protection laws of the applicable Member State in which the data controller is established.

CONFIDENTIAL INFORMATION

An exchange of Confidential Information can often be necessary in order to perform Services requested by a Sponsor/Client. Officers, employees, agents, or other representatives of Chemtos will hold in strict confidence all Confidential Information obtained from the other Party and/or its officers, employees, agents and representatives, and not use, disclose, or permit access to such Confidential Information for any purpose other than as may be required or permitted to perform any obligation under this agreement. The sole permitted use of Confidential Information provided by the Sponsor is for the purpose of performing Services pursuant to this agreement, except if (i) the information was already available publicly in patents, publications or some other means; and/or (ii) information was already known to Chemtos personnel.

LIABILITY

1. Chemtos is not an insurer or a guarantor. Chemtos represents that the Services shall be performed within the limits mutually agreed to, in writing, and in a manner consistent with the level of care and skill ordinarily exercised by providers of similar services under similar circumstances. No other representations or warranties, express or implied, are included or intended in this agreement, or in any report, opinion or document related to the Services provided hereunder.
2. For the safety of Chemtos’s personnel, Sponsor must advise Chemtos of any known potential hazards of the intermediates or target molecules.
3. Sponsor agrees that if Chemtos should be found liable for any losses or damages attributable to the Services in any respect, Chemtos’s liability shall in no event exceed the amount of the fee paid by Sponsor for such Services and Sponsor’s sole remedy at law or in equity shall be the right to recover up to such amount. Sponsor acknowledges and agrees that in no event will Chemtos be liable for consequential or incidental damages or expenses, including, but not limited to lost profits.
4. Whenever performance by either party is delayed or prevented by war, insurrection, fire or other casualty, strikes or embargoes, shortage of transportation facilities or any other similar or dissimilar causes, beyond the control of such party, such delay or prevention shall be excused and the time of performance hereunder extended for the duration of the causative factor, provided that during such delay or prevention, the party whose performance is delayed or prevented shall use reasonable efforts to attempt to satisfy the performance in question.
5. If Sponsor requests a target compound that is unstable and that cannot be isolated at high enough purity levels to meet specifications in spite of multiple attempts, Sponsor is still liable for payment of Services.

PAYMENT

1. Sponsor/Client agrees to pay all invoices within 30 days of invoice date. All payments must be in US Dollars. Sponsor/Client will not be invoiced unless the compound is delivered by Chemtos except where a deposit is required or Chemtos specifies otherwise.
2. Chemtos reserves the right to request a refundable deposit prior to the start of a project.
3. Chemtos invoices can only be disputed if they do not meet the specifications listed in the quote provided. For product sales without a quote, general specification is >95% UV HPLC purity and absence of d0 in a stable isotope labeled compound. For analytical services provided, copies of the analytical data (with integrals as appropriate) processed by a qualified and trained scientist are included in its CoA to support the values listed. We have found that auto--data-processing routines in various vendor provided software are not as accurate as compared to manual and somewhat subjective processing of analytical data by a qualified scientist. We provide our best analytical analysis values based on our (scientists’) knowledge, skills, and past-experiences. Variance in values, if known or determined, is also included in its CoA. Furthermore, any dispute of Chemtos Invoice should be provided in writing and within a reasonable time frame prior to Invoice becoming due.
4. A Finance Charge of 1.5% per month (18% per year) or a minimum charge of $1.00 will be added to all undisputed invoices past due based on existing credit terms.

QUALITY

1. Chemtos takes great care in providing quality services and products. Sponsor/Client must notify Chemtos within 20 US business days after the product has been received or product shall be deemed to have been accepted.

MISCELLANEOUS

1. Should an error occur in any quote provided by Chemtos or there is an error in a product listing on the Chemtos website, Chemtos reserves the right to correct the error without liability.
2. A project or order cannot be cancelled once the project or order has been submitted to Chemtos. If a cancellation occurs, Sponsor agrees to pay for reasonable costs incurred by Chemtos, including but not limited to materials, labor and lost opportunities. Cost of lost opportunities could be up to 25% of the quote value.
3. Quoted timelines are estimates only. Due to the unpredictability of chemistry, actual timelines may vary.
4. Quotes are valid for 180 days from the quote date.
5. This agreement and any and all claims and disputes hereunder or related thereto shall be governed by the laws of the State of Texas. Chemtos and Sponsor agree that exclusive jurisdiction and venue for any and all such claims and disputes shall be in Travis County, Texas.
6. In the event that Chemtos prevails in all aspects in any dispute or claim, Sponsor agrees that Sponsor will pay any and all expenses, including attorney’s fees, reasonably incurred in the prosecution or defense of such claim or dispute.
7. Chemtos reserves the right to update Terms & Conditions at any time without notice. However, as in any contract, the terms published here at the time of acceptance in a Quote / contract will remain valid for the duration of the project / contract.

Revised April 20, 2026 (Previous revision was in April 2022)