Terms of Sale

Updated on 17th July, 2025

These terms and conditions of sale are entered into by and between you and Auragent Bioscience, LLC, d/b/a Brightest Bio (“Company,” “we,” or “us”).

THE FOLLOWING TERMS AND CONDITIONS, TOGETHER WITH ANY DOCUMENTS THEY EXPRESSLY INCORPORATE BY REFERENCE (COLLECTIVELY, “TERMS OF SALE”), SET FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE TRANSACTION(S) CONTEMPLATED FOR HEREBY. THESE TERMS REQUIRE THE USE OF ARBITRATION (ON AN INDIVIDUAL BASIS ONLY; I.E., CASE CONSOLIDATIONS AND CLASS-ACTIONS ARE NOT PERMITTED) IN ORDER TO RESOLVE DISPUTES. PLEASE REVIEW THESE TERMS OF SALE IN THEIR ENTIRETY BEFORE ENTERING INTO ANY TRANSACTION HEREUNDER IN ORDER TO CONFIRM YOUR ACCEPTANCE HEREOF. YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM HTTPS://WWW.BRIGHTESTBIO.COM (THE “WEBSITE”) UNLESS AND UNTIL YOU: (A) AGREE TO THESE TERMS OF SALE IN THEIR ENTIRETY; (B) ARE AT LEAST 18 YEARS OLD; (C) HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION THAT YOU REPRESENT, IF ANY, TO THESE TERMS OF SALE; AND (D) ARE NOT PROHIBITED FROM ACCESSING OR USING THE WEBSITE OR ANY OF THE WEBSITE’S CONTENTS, GOODS, OR SERVICES BY ANY APPLICABLE LAW, RULE, OR REGULATION.

1. Applicability of these Terms of Sale.

These Terms of Sale shall apply to your purchase of products and related services through the Website. These Terms of Sale are subject to change at any time without prior written notice by the Company. The most recent version of these Terms of Sale shall be posted for your review at any time on the Website. Please review these Term of Sale in their entirety prior to engaging in any transaction on the Website. Your continued use of the Website and the purchase of any products or services after any posting of updated Terms of Sale (which shall be dated as of their most recent update) shall constitute your acceptance of and agreement to any changes therein made. No variation of these Terms of Sale will be binding upon the Company unless agreed to in writing and signed by an authorized officer of the Company; to the extent that you alter or amend these Terms of Sale, whether such alteration or amendment is made by you in any order, receipt, acceptance, confirmation, correspondence or otherwise, and whether or not such alteration or amendment is material, the Company hereby rejects any such alteration or amendment.

2. Online Orders.

When placing an order on the Website, you are effectively offering to purchase whatever products (the “Products”) and services (the “Services”) you select and agreeing to be bound by these Terms of Sale. In addition, certain Products may be subject to intellectual property licenses, software licenses, or other contract terms that are not included in these Terms of Sale (“Supplemental Terms”). If such Supplemental Terms exist for the Products being purchased, they will be found in a quotation, order acknowledgment, Product insert, or written agreement that accompanies or is associated with the Products. You acknowledge that any software programs included in the Products (the “Software”) are licensed to you under the terms and conditions of the Supplemental Terms and that title to the Software (or any copies thereof) is not transferred to you. As used in these Terms of Sale, the terms “sale,” “sold,” or other similar word used in connection with the Software means the license to use the Software. If you are uncertain if any Supplemental Terms exists for any Products, please contact us. We reserve the right to accept or reject any order, in whole or in party, in our sole discretion. Should we elect to accept your offer, or any portion of your offer, you will receive a confirming email at the email address that you provide at such time. Notwithstanding the foregoing, we reserve the right to cancel any order once accepted by us (as evidenced by a confirming email) at any time in our sole discretion.

3. Prices and Payment Terms

  • Prices; Taxes. All applicable prices are set forth alongside the Products and Services offered on the Website. Such prices are subject to change at any time by us in our sole discretion. You will be responsible for the prices stated at the time of your transaction, as well as any sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by you under these Terms of Sale. If you qualify for an exemption from sales taxes, you must promptly provide the Company with any certificates or other information necessary for the Company to confirm such exemption.
  • Payment. The Company will issue an invoice at the time of shipment. Invoices are due payable within 30 days after they are issued unless otherwise agreed in writing by the Company. You agree that payment will be made in accordance with the instructions on the invoice issued to you.
  • Remedies. All late payments shall bear interest at the lesser of (i) the rate of 1.5% per month and (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly. You shall also reimburse the Company for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to the foregoing and all other remedies available under these Terms or at law, if (i) you fail to pay any amounts when due hereunder; or (ii) you become insolvent or any proceedings are commenced under any bankruptcy or similar laws for your reorganization or other debt adjustment, then the Company shall be entitled to suspend the delivery of any Products, cancel any of your then-current orders, and/or reject any of your future orders.

4. Shipping and Delivery

  • Shipping Terms. All orders are shipped Ex Works, our facility. Unless otherwise stated in your order, we will arrange the shipment of your accepted order, including the selection of the carrier. Notwithstanding the foregoing, you will be responsible for all associated shipping & handling costs, including, but not limited to all transportation, freight, insurance, loading, and packaging, charges, taxes, duties, fees, storage and all other charges. We shall not be deemed to assume any liability in connection with the shipment of the Products, nor will the carrier be construed to be an agent of the Company. While we agree to use reasonable efforts to meet the shipping and delivery dates provided online, we shall not be responsible for any delays in shipments. Risk of loss or damage to the Products, as well as the obligation to bear any costs relating thereto, shall pass to you upon our making delivery to a commercial carrier at our facility in good condition. Title to each Product shall pass from the Company to you when the Company has been paid the purchase price in full and reimbursed for any shipping and transportation costs and interest (if applicable).
  • Partial Shipments. The Company may, in its sole discretion, without liability or penalty, make partial shipments of Products to you, regardless of utility to you in the absence of such undelivered portion. Each shipment will constitute a separate sale, and you shall pay for Products shipped whether such shipment is in whole or partial fulfillment of your order.

5. Returns; Refunds.

  • Return Authorizations. Product returns will not be accepted by the Company without prior written authorization (“Return Authorization”), regardless of whether the Product is damaged, defective, or incorrect. Orders for custom products are ineligible for return, regardless of the circumstances. A request for a Return Authorization must be made within ten (10) days of delivery. If the company grants a Return Authorization, you must return the Products unaltered in their original packaging with their original labels within thirty (30) days of the date of the Return Authorization. You bear the risk of loss or damage during shipment. The Company reserves the right to test the Products prior to authorizing the return of the Products and to deny return if, in the opinion of the Company, the complaint is a result of inappropriate usage or handling rather than a failure of the Products to meet specifications as outlined for the Products, when used under normal conditions. If the Company determines that any loss of or damage to Products occurred during shipment, then you must make a claim to and seek recourse from the carrier. Once the Products are received and approved for return, the Company will refund your purchase price, less a twenty percent (20%) re-stocking fee. Your refund will be credited back to the same payment method used to make the original purchase.
  • Refunds for Our Errors. If, as a result of an error made by the Company, the Products are not delivered to you or you receive incorrect Products, the Company will, at its sole option, either: (i) ship the correct Products to you at no additional charge, or (ii) credit your account for the original purchase price of the Products that were not shipped or were shipped in error, plus shipping & handling costs.

6. Authorized Uses.

Products are sold for research use only and not for human or animal therapeutic or diagnostic purposes. Products are not submitted for regulatory review or validated for clinical, therapeutic or diagnostic use, safety and effectiveness, or any other specific use or application unless expressly stated in writing or labelled as such by the Company. Products are to be used only in accordance with the instructions that accompany the Products at the time of delivery. You are solely responsible for obtaining all necessary approvals, permissions and/or licenses or intellectual property rights from applicable third parties as may be required for your research and any other intended uses of the Products. It is also solely your responsibility to confirm that the Products are suitable for your particular use. You shall not: (a) use any Products for Commercial Purposes.; or (b) reverse-engineer, disassemble, analyze or otherwise attempt to derive the properties, composition, structure, construction, function, formulae, processes, make-up, or method of manufacture or production of any of the Products and shall not cause a third party to do the same. We have the right to refuse any orders that deem an unfit use of our products. “Commercial Purposes” means any commercial or profit generating purpose including: (x) the sale, lease of, or other transfer of any Products or components of any Products, regardless of the purpose of the sale; (y) the use of any Products to perform contract research, to produce or manufacture products for general sale, to conduct research activities that result in any sale, lease, license, or transfer of any Products, or to provide any other services, information, or data to a third party; (z) the use of any Products or their components for therapeutic, diagnostic or prophylactic purposes or in connection with any Phase III clinical trials, pivotal trials or post registration clinical trials.

7. Export Controls and Related Regulations.

Products and information that you receive from us are subject to United States export control laws and regulations. You may not, directly or indirectly, sell, export, re- export, transfer, divert, or otherwise dispose of any Products or information (including products derived from or based on Products or information received from us) to any destination, entity, or person prohibited by United States laws or regulations. You represent and warrant that you are not designated on, or associated with any party designated on, any of the United States government restricted parties lists, including without limitation, the United States Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List, Entity List, or Unverified List; the United States Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the United States State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Purchaser shall comply with all applicable United States economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC. We may discontinue any ongoing supply to or business with you immediately, without notice and without liability, upon our becoming aware that you, or any party associated with you, is named on any restricted party list.

8. Confidentiality.

You agree to maintain strict confidentiality of all of the Company’s business information, product specifications, and all related writings, drawings, designs, data, and similar works or any other information that is disclosed to you by the Company, regardless of whether it is labeled or marked as confidential or proprietary and regardless of whether it is disclosed orally or in writing (collectively the “Confidential Information”). Confidential Information does not include information that: (a) is or becomes publicly available other than as a result of a disclosure by you in violation of these Terms of Sale; (b) is or becomes available to you on a non- confidential basis from a third party who is not prohibited from disclosing such information to you; or (c) is independently developed by you without reference to the Confidential Information. All Confidential Information shall be the exclusive property of the Company, and the Company retains all of its rights, title and interest in and to the Confidential Information. You agree to use the Confidential Information for the exclusive purpose of using the Products as specified in these Terms of Sale and for performing these Terms of Sale. You shall not disclose or provide any Confidential Information to any third party, and you shall take all necessary measures to prevent any such disclosure by you employees, agents, contractors or consultants. Upon request, You shall return all Confidential Information to us. The obligations of confidentiality contained in this Section 8 will commence on the date that you place an order for Products and continue for a period of seven (7) years thereafter; provided, however, that, with respect to any Trade Secrets (as defined in the Missouri Uniform Trade Secrets Act), the obligations of confidentiality contained in this Section 8 shall survive in perpetuity or for so long as such information remains a Trade Secret under applicable law.

9. Privacy Policy and Website Terms of Use.

Our Privacy Policy found at https://www.brightestbio.com/privacy (the “Privacy Policy”) and our Terms of Use found at https://www.brightestbio.com/termsofuse (the “Terms of Use”) are incorporated in these Terms of Sale by reference. The Privacy Policy governs our processing of all personal information that we may collect from any person through the use of the Website. The Terms of Use governs your use of the Website in general.

10. Representations & Warranties.

  • Your Representations and Warranties. You represent and warrant to us as follows: (i) that you have the right to enter any transaction contemplated for hereby without violating these Terms of Sale, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (ii) that you will use the Products and Services exactly as authorized and not in any way that would violate any applicable law or third party right of any kind; and (iii) that you are purchasing Products or Services for your own sole, exclusive use, and not for resale, transfer, or export, in whole or in part.
  • Our Representations & Limited Warranties.
    • Limited Product Warranty. We represent and warrant to you that any Products, when used specifically as authorized by us and without modification thereto, will conform in all material respects to: (i) any specifications published and made available to you, and (ii) any instructions that we provide you with upon delivery of the Products. We further represent and warrant to you that any Products or Services will be safe for their intended use and free from defects in material, functionality, and workmanship. We further warrant to you that we will perform any Services using personnel of all required skill, experience and qualifications and in a professional manner in accordance with generally recognized industry standards for similar Services in order to meet our obligations hereunder.
    • Limited Service Parts Warranty. We represent and warrant to you that any service parts, when installed and used specifically as authorized by us and without modification thereto, will conform in all material respects to: (i) any specifications published and made available to you, and (ii) any instructions that we provide you with upon delivery of the Products. We further represent and warrant to you that any Products or Services will be safe for their intended use and free from defects in material, functionality, and workmanship.
    • Exceptions to Limited Warranty. Notwithstanding the foregoing, this warranty shall not apply when the Products or service parts are subject to: negligence, misconduct, misuse, abuse, accident, improper installation or handling, improper maintenance, unusual environmental conditions, or other extreme stress, alteration, repair by anyone other than us (or one of our authorized representatives), use with any third-party product or Services (other than as specifically authorized in advance by us), or use in violation of any provided-for instructions. Moreover, any products manufactured by a third party and incorporated in any Products are not covered by this limited warranty. Any general descriptions of the Products on the Website, any samples of Products, Product inserts, and any other similar material used in connection with the marketing and sale of Products are for the sole purpose of identifying the Products and are not to be construed as an express warranty that the Products will conform to such description. Any technical assistance provided by us is advisory only.
    • Disclaimer of Warranties. SUBJECT TO APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS OF SALE, WE MAKE NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICESS PURCHASED THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY: (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) WARRANTY OF TITLE; OR (IV) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE, OR OTHERWISE.
    • Remedy. Notwithstanding anything set forth herein to the contrary, your sole remedy with respect to a breach by us of our warranties to you shall be to inform us, in writing, of your desire to exercise this limited warranty, along with a sufficiently detailed explanation of your reason(s), so that we may either: (i) repair or replace the Products in question (or re-perform the Services, as applicable); or (ii) credit or refund your purchase price. In such instance, restocking fees shall not apply. We shall have the right to select which cure option to pursue, and we will be responsible for shipping & handling charges associated with resending replacement products (and shall also be responsible for their risk of loss in transit during such time), if and as applicable. We will not repair or replace any defective Products or parts if you have not returned submitted to us a signed clearance certification if a form approved by us, certifying that the Products or parts have been appropriately decontaminated and cleaned and are safe for handling by us. Any claim made by you under Section 10.b.i. shall be made within one (1) year from the date of shipment to you, and any claim made by you under Section 10.b.ii. shall be made within the greater of (a) the remaining warranty period of the Product, or (ii) ninety (90) days from the date of installation of the relevant part. We reserve the right to verify any such claim pursuant to our customary procedures in connection therewith. This warranty period is not extended if we have to repair or replace warranted Products or parts or re-perform warranted Services. The limited warranty extends only to you as the original purchaser of Products and Services. If for any reason you believe in good faith that we have not fulfilled our obligations hereunder, you are entitled to follow the dispute resolution procedures set forth below. THE REMEDIES SET FORTH ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES, AND OUR ENTIRE OBLIGATION AND LIABILITY, FOR ANY BREACH OF OUR LIMITED WARRANTY.

11. Limitations on Liability.

  • No Consequential Damages. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, REVENUE, PROFITS, BUSINESS, GOODWILL, OR REPUTATION) ARISING OUT OF OR RELATING TO THESE TERMS OF, THE PRODUCTS OR THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • Liability Cap. OUR LIABILITY FOR DAMAGES FOR ANY CAUSE, AND REGARDLESS OF THE FORM OF ACTION, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, FRAUD, PRODUCTS LIABILITY AND STRICT LIABILITY, SHALL BE THE TOTAL PURCHASE PRICE YOU PAID ON THE WEBSITE FOR ANY PRODUCTS OR SERVICES. IN NO EVENT SHALL WE BE LIABLE FOR THE COST OF PROCURING ANY SUBSTITUTE PRODUCTS OR SERVICES.

12. Indemnification.

You shall, at your own expense, indemnify, defend and hold the Company, its members, directors, managers, officers, employees, agents, successors and assigns (“Indemnitees”), harmless from and against any and all losses, costs, damages and expenses (including, reasonable attorneys’ fees and other costs of defending any action) that the Indemnitees incur in any way arising out of or relating to (a) any breach by you of your obligations under these Terms of Sale, (b) any use of Products not in compliance with the uses stated for such Products, (c) any failure of you to comply with any laws, regulations, guidelines, or instructions in the handling or use of the Products, including, but not limited to, export laws, (d) any violation or infringement of any patent, trade secret, copyright, trademark, industrial design, licenses, or other intellectual or proprietary rights of a third party by you in the handling or use of any Products, (e) any other use or misuse of Products by you including without limitation any claim of product liability or any similar claim relating to the quality of Products or an alleged defect or deficiency in any such Products, (f) any repair, alteration, or modification of the Products, or combination of the Products with any other products, by any person other than the Company, or (g) your and your employees’ and/or agent’s negligent or willful actions or misconduct.

13. Third Party Beneficiaries.

These Terms of Sale are for your sole benefit and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms of Sale.

14. Force Majeure.

The performance of the Company under these Terms of Sale may be suspended to the extent and for the period of time that the Company is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including, without limitation, acts of God, acts of civil or military authority including governmental priorities, strikes or other labor disturbances, fires, floods, epidemics, wars, terrorism, or riots). After thirty (30) consecutive days of suspension, the Company may, at its sole discretion and after providing written notice to you, terminate or otherwise cancel the sale and delivery of any Products without further liability.

15. Assignment.

The Company may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without our prior written consent in each instance, and any attempt to do so shall be null and void.

16. Waiver; Severability.

No waiver by the Company of any term or condition set out in these Terms of Sale shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Sale shall not constitute a waiver of such right or provision. If any provision of these Terms of Sale is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Sale will continue in full force and effect.

17. Governing Law; Dispute Resolution; Jurisdiction

  • Governing Law. All matters relating to these Terms of Sale and any Products, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this these Terms of Sale.
  • Arbitration. Subject to applicable laws, you agree to give up and waive: (i) your right to litigate any claims that may arise under these Terms of Sale in court or before a jury; and (ii) your right to consolidate any claim and/or participate in any class-action claim that may arise under these Terms of Sale in any manner or forum. Instead, any claim, dispute, or controversy of any kind or nature arising under these Terms of Sale that cannot be amicably resolved by us shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration shall take place before one arbitrator sitting in the City of St. Louis or the County of St. Louis in the State of Missouri. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Missouri. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. Each party shall bear all of its own costs incurred in connection with any such arbitration proceedings; provided, however, that the prevailing party shall be entitled to reimbursement for those amounts. With respect to any arbitration under these Terms of Sale, YOU HEREBY EXPRESSLY WAIVE ANY RIGHT TO CONSOLIDATE ANY CLAIM AND/OR PARTICIPATE IN ANY CLASS-ACTION CLAIM OF ANY KIND OR NATURE. This Section provides your sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms of Sale. If any provision of this clause is found unenforceable, such unenforceable provision will be removed and the remaining terms will be enforced.
  • Jurisdiction. Subject to the foregoing, any legal suit, action, or proceeding arising out of, or related to, these Terms of Sale or any Products shall be instituted exclusively in the federal courts of the United States or the courts of the State of Missouri, in each case located in the City of St. Louis and County of St. Louis. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  • Time Bar. Subject to Section 10.b.v Any claims or causes of action that you may have that arise out of or otherwise relate to these Terms of Sale or the Products or Services purchased through the Website must be brought within one (1) year after the event giving rise to such claim or cause of action. Any claims or causes of action arising out of or related to the limited warranty set forth in Section 10.b.v will be deemed waived and time barred one (1) month after the expiry of the warranty period set forth in Section 10.b.v.

18. Entire Agreement.

These Terms of Sale, along with the confirmation email referenced above, any Supplemental Terms, any instructions that we provide you with relating to any Products or Services, the Terms of Use, and the Privacy Policy shall, collectively, be deemed a final and integrated agreement between you and us with respect to the subject matter hereof.

19. Notices.

We may provide notices hereunder to you by: (i) email; (ii) regular mail; or (iii) posting them on the Website. You shall be responsible for ensuring that you have provided us with your current email and mailing addresses. You can contact us at any time by any of the following means: (i) email, at: info@brightestbio.com; or (ii) personal delivery, overnight courier, or registered or certified mail to: Auragent Bioscience, LLC, DBA Brightest Bio, 1908 Innerbelt Business Center Drive, Overland, MO 63114.