Research Use Only Agreement

Trace ‘Tides Research Use Only Agreement, Waiver of Liability and Hold Harmless Agreement in the Purchase of Research Use Only Peptides

This Research Use Only Agreement ("Agreement") is entered into as of the date signed below (the "Effective Date") by and between TRACE | Body Rejuvenation, Inc., a Texas corporation company doing business as TRACE ("Supplier," "Seller," "we," or "us"), and the undersigned purchaser ("Buyer," "Purchaser," or "you"). This Agreement governs all orders placed by Buyer with Supplier and supersedes any prior understanding, purchase order terms, or representations.

By signing below or by placing an order with Supplier, Buyer unconditionally agrees to all terms herein.

1. Definitions
   For purposes of this Agreement, the following terms have the meanings set forth below: "Products" means all peptides, peptide blends, research compounds, and related materials sold by Supplier under the TRACE brand, including but not limited to synthetic peptides, amino acid chains, and associated intermediates. "Research Use Only" or "RUO" means use solely for in-vitro laboratory research, scientific study, or analytical testing in a controlled research environment by qualified research personnel. RUO expressly excludes any in-vivo application, human or animal administration, clinical use, or consumer-facing sale. "Prohibited End-Use" means any use of the Products other than RUO as defined herein, including without limitation any human or animal consumption, therapeutic use, diagnostic use, compounding, resale to end consumers, or supply to any clinical, cosmetic, or wellness facility. "Downstream Customer" means any third party to whom Buyer sells, distributes, transfers, or provides Products or derivatives thereof.
2. Research Use Only — Scope and Restrictions
   2.1 Authorized Use All Products sold by Supplier are manufactured, labeled, and sold strictly for Research Use Only. Buyer agrees that Products will be used solely for legitimate in-vitro scientific research, analytical chemistry, or laboratory testing conducted by qualified research personnel in an appropriate laboratory setting. Products are NOT approved, cleared, or authorized by the U.S. Food and Drug Administration ("FDA") or any other regulatory body for human or animal therapeutic use, diagnostic use, or consumption in any form.

2.2 Absolute Prohibited Uses Buyer expressly agrees that Products will NOT be used, sold, transferred, or otherwise made available for any of the following Prohibited End-Uses: Human consumption, injection, inhalation, topical application, or administration in any form, by any route of delivery. Animal administration, veterinary therapeutic use, or any in-vivo application. Resale, distribution, transfer, or supply — directly or indirectly — to any of the following types of entities or individuals: medical clinics; medical spas ("med spas"); aesthetic or wellness centers; compounding pharmacies (whether 503A or 503B); chiropractors; naturopathic practitioners; fitness centers, gyms, or athletic facilities; supplement retailers or distributors; telehealth platforms; hormone replacement therapy clinics; anti-aging or longevity clinics; individual consumers; or any person or entity intending to administer the Products to human or animal subjects. Use as an ingredient or component in any product intended for human or animal consumption, including cosmetics, dietary supplements, or pharmaceutical preparations. Clinical trials, compassionate use, or any research involving human subjects. Any use that violates the Federal Food, Drug, and Cosmetic Act ("FDCA"), the Controlled Substances Act ("CSA"), or any other applicable federal, state, or local law or regulation.

2.3 Labeling and Documentation Buyer acknowledges that all Products are labeled "Research Use Only — Not for Human Use" or substantially similar language. Buyer agrees not to remove, alter, cover, or obscure any RUO labeling on Products. Buyer agrees not to re-label, re-brand, or repackage Products in any manner that implies suitability for human or animal use.

3. Buyer's Representations, Warranties, and Covenants Buyer makes the following representations and warranties, each of which is true as of the Effective Date and will remain true throughout the term of this Agreement and for each purchase order placed hereunder. Buyer understands that Supplier relies materially on these representations in agreeing to sell Products to Buyer.

3.1 Identity and Legitimacy Buyer is a duly organized and validly existing legal entity (e.g., corporation, LLC, partnership, or registered sole proprietorship) authorized to conduct business in the jurisdiction(s) in which it operates. Buyer operates a legitimate research organization, analytical laboratory, contract research organization ("CRO"), academic institution, or other entity whose principal business involves scientific research, testing, or analysis. Buyer has the legal authority to enter into this Agreement, and the person executing this Agreement on Buyer's behalf has full authority to bind Buyer.

3.2 Intended Use Buyer will use Products exclusively for in-vitro research purposes in accordance with all applicable laws and regulations. Buyer has no intention, at the time of executing this Agreement or at the time of any purchase, of reselling, redistributing, or providing Products to any Downstream Customer for any Prohibited End-Use. Buyer has adequate laboratory facilities, trained personnel, and established protocols for the safe handling, storage, and disposal of research chemicals. Buyer will not use Products to engage in any research involving human subjects without appropriate regulatory approval, and in no event in a manner inconsistent with RUO designation.

3.3 Regulatory Compliance Buyer is fully aware of and will comply with all applicable federal, state, and local laws, regulations, and guidelines governing the purchase, possession, handling, storage, use, and disposal of research chemicals, including without limitation regulations promulgated by the FDA, DEA, EPA, and OSHA. Buyer holds all licenses, permits, registrations, and other governmental authorizations required by applicable law for the activities Buyer conducts with Products. Buyer will not export Products to any country or jurisdiction in violation of U.S. export control laws, including the Export Administration Regulations ("EAR") and OFAC sanctions programs.

3.4 Downstream Customer Controls If Buyer resells or transfers Products to any Downstream Customer for legitimate research purposes only, Buyer will ensure that Downstream Customers are bound by terms at least as restrictive as those set forth in this Agreement with respect to Prohibited End-Uses. Buyer will not knowingly sell, transfer, or distribute Products to any Downstream Customer that Buyer has reason to believe intends to use Products for any Prohibited End-Use. Buyer assumes full responsibility for the conduct of all Downstream Customers to whom Buyer supplies Products and agrees to indemnify Supplier for any claims arising from Downstream Customer conduct.

3.5 No Misrepresentation All information provided to Supplier in connection with Buyer's wholesale account application and this Agreement is true, accurate, and complete. Buyer has not misrepresented its business purpose, identity, or intended use of Products to obtain access to Supplier's wholesale program.

4. Indemnification and Hold Harmless
   4.1 Buyer's Indemnification Obligations Buyer agrees to defend, indemnify, and hold harmless Supplier, its members, managers, officers, employees, agents, successors, and assigns (collectively, "Supplier Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or related to: Any breach by Buyer of any representation, warranty, covenant, or obligation under this Agreement. Any Prohibited End-Use of Products by Buyer, Buyer's employees, agents, contractors, or any Downstream Customer. Any injury, illness, death, or property damage caused by or allegedly caused by Buyer's use, misuse, or distribution of Products. Any violation of applicable law, regulation, or governmental order by Buyer in connection with the purchase, handling, storage, use, or resale of Products. Any claim by a Downstream Customer, end user, or third party arising from Buyer's conduct or representations regarding Products. Any regulatory action, enforcement proceeding, or government investigation relating to Buyer's activities with Products, including FDA warning letters, DEA investigations, or state-level enforcement actions. Any negligence, gross negligence, fraud, willful misconduct, or intentional misrepresentation by Buyer or Buyer's personnel.

4.2 Indemnification Procedure Supplier shall promptly notify Buyer in writing of any claim for which indemnification is sought. Buyer shall have the right to assume control of the defense with counsel reasonably acceptable to Supplier; provided, however, that Supplier retains the right to participate in such defense at its own expense and to approve any settlement that imposes obligations or restrictions on Supplier. Buyer shall not settle any claim without Supplier's prior written consent.

4.3 Survival Buyer's indemnification obligations under this Section 4 shall survive termination or expiration of this Agreement and shall remain in full force regardless of the date of the events giving rise to the claim, for as long as permitted by applicable law.

5. Disclaimer of Warranties PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR RESEARCH USE ONLY. SUPPLIER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SAFETY FOR HUMAN OR ANIMAL USE, REGULATORY COMPLIANCE, ACCURACY OF PRODUCT DESCRIPTIONS OR SPECIFICATIONS, OR NON-INFRINGEMENT. SUPPLIER EXPRESSLY DISCLAIMS ANY WARRANTY THAT PRODUCTS ARE SUITABLE FOR THERAPEUTIC, CLINICAL, DIAGNOSTIC, OR CONSUMER USE. BUYER ASSUMES ALL RISK ASSOCIATED WITH THE POSSESSION, HANDLING, STORAGE, USE, AND DISPOSAL OF PRODUCTS.
6. Limitation of Supplier's Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPPLIER'S TOTAL CUMULATIVE LIABILITY TO BUYER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PURCHASE ORDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY BUYER TO SUPPLIER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR COST OF SUBSTITUTE GOODS, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. Regulatory and Legal Compliance Buyer is solely and exclusively responsible for ensuring that its purchase, possession, storage, use, and distribution of Products complies with all applicable federal, state, and local laws and regulations. Buyer acknowledges that: The regulatory status of research peptides may vary by jurisdiction, and Buyer is responsible for independently determining and complying with all applicable requirements in its jurisdiction(s) of operation. Supplier makes no representation that Products may be lawfully purchased, possessed, or used in any particular jurisdiction, and nothing herein constitutes legal advice regarding regulatory compliance. Buyer should consult its own legal counsel regarding the legality of purchasing and using Products in its jurisdiction. Any change in law or regulation that affects the legality of Products does not relieve Buyer of its obligations under this Agreement or give rise to any claim against Supplier. Buyer is responsible for obtaining and maintaining all DEA, FDA, state pharmacy board, or other regulatory authorizations required for its activities, and Supplier bears no responsibility for Buyer's failure to do so.
8. Record-Keeping and Audit Rights Buyer agrees to maintain accurate records sufficient to document the intended and actual use of all Products purchased from Supplier, including records of any resale or transfer to Downstream Customers. Such records shall be retained for a minimum of five (5) years from the date of purchase. Supplier reserves the right, upon reasonable written notice, to audit Buyer's records to verify compliance with this Agreement. Buyer's failure to maintain adequate records or to cooperate with a reasonable audit is a material breach of this Agreement.
9. Term and Termination This Agreement commences on the Effective Date and continues until terminated. Either party may terminate this Agreement for any reason upon thirty (30) days' written notice. Supplier may terminate this Agreement immediately, without notice or liability, upon: Any breach by Buyer of Section 2 (Research Use Only) or Section 3 (Representations and Warranties). Buyer's use or distribution of Products for any Prohibited End-Use. Buyer's bankruptcy, insolvency, or assignment for the benefit of creditors. Any regulatory action targeting Buyer that, in Supplier's sole judgment, creates risk for Supplier. Any misrepresentation made by Buyer in connection with this Agreement or its wholesale account. Termination does not relieve Buyer of any obligation that arose prior to termination, including payment obligations, indemnification obligations, and compliance obligations with respect to Products already purchased.
10. Entire Agreement; Order of Precedence This Agreement, together with any written pricing addendum or product schedule incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and representations. In the event of a conflict between this Agreement and any purchase order, invoice, or other document submitted by Buyer, the terms of this Agreement shall prevail. Any amendment to this Agreement must be in writing and signed by an authorized representative of both parties.
11. Governing Law; Dispute Resolution This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, with proceedings conducted in Harris County, Texas. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm. BUYER WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
12. Miscellaneous Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver. No waiver by either party of any breach of this Agreement shall constitute a waiver of any subsequent breach. No waiver shall be effective unless in writing. Assignment. Buyer may not assign this Agreement or any rights hereunder without Supplier's prior written consent. Supplier may assign this Agreement freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets. Notices. All notices under this Agreement shall be in writing and delivered by email (with read receipt or written confirmation) or by overnight courier to the addresses set forth in the signature block below. Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, government action, supply chain disruption, or natural disasters. Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures, including signatures via DocuSign or similar platforms, shall be deemed original signatures and fully binding. Headings. Section headings are for convenience only and shall not affect interpretation. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and does not create any rights in any third party. Acknowledgment of Legal Review. Buyer acknowledges that it has had the opportunity to review this Agreement with legal counsel of its choosing, that it fully understands all terms herein, and that it enters into this Agreement freely and without duress.
     
13. Buyer's Acknowledgment BY PURCHASING, BUYER REPRESENTS AND WARRANTS THAT: (A) BUYER HAS READ THIS AGREEMENT IN ITS ENTIRETY; (B) BUYER UNDERSTANDS ALL TERMS AND CONDITIONS; (C) BUYER AGREES TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS; (D) BUYER'S PURCHASE OF PRODUCTS IS SOLELY FOR RESEARCH USE IN AN IN-VITRO LABORATORY SETTING; (E) BUYER WILL NOT USE OR PERMIT PRODUCTS TO BE USED FOR ANY PROHIBITED END-USE; AND (F) THE PERSON SIGNING BELOW HAS FULL AUTHORITY TO BIND BUYER TO THIS AGREEMENT.