Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you and Medlly LLC (“Medlly,” “we,” “us,” or “our”) and govern your access to and use of the research.medlly.org website, the catalog, your account, and the purchase of products (collectively, the “Services”). By accessing the Services, completing an attestation, creating an account, or placing an order, you agree to these Terms.

If you do not agree to these Terms, do not access or use the Services. If you are entering into these Terms on behalf of an institution or other entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

In these Terms:

• Products means the research-grade materials and related items offered for sale through the Services.
• Order means your submitted request to purchase one or more Products.
• Account means a registered profile you create to access certain features of the Services.
• Content means the text, graphics, images, specifications, and other materials made available through the Services.
• Attestation means the affirmations described in Section 3 and our Research Use Only Terms.

To access the catalog and to purchase, you must affirmatively attest that: (a) you are at least 21 years of age; (b) you have the legal capacity to enter into a binding contract; and (c) you are acquiring Products solely for laboratory or research use and not for human or animal consumption. You may be asked to re-affirm this Attestation at checkout.

We may use reasonable measures to verify age, identity, and research intent, and we may decline access where these conditions are not met. The Services are not directed to anyone under 21, and we do not knowingly permit purchases by such persons.

Some features require an Account. You agree to provide accurate, current, and complete information when registering and to keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account.

Notify us promptly of any unauthorized use of your Account. We may suspend, restrict, or terminate an Account at our discretion, including where we suspect a breach of these Terms, fraud, or misuse of the Services.

All Orders are offers to purchase and are subject to our acceptance. We do not accept an Order until we confirm acceptance, and we may refuse, cancel, or limit any Order in whole or in part at any time for any lawful reason. This includes suspected misuse, quantity limits, unavailability, suspected fraud, or errors in pricing or Product information.

Prices, descriptions, and availability are subject to change without notice. Despite our efforts, listings may occasionally contain errors. Where a Product is listed at an incorrect price or with incorrect information, we may cancel the affected Order even after it has been confirmed, and we will refund any amount charged for the cancelled items. We may also require additional verification before accepting an Order.

You agree to pay all amounts due for accepted Orders, including the Product price and any applicable shipping and taxes. We accept the payment methods presented at checkout, which may include card, ACH or bank transfer, and digital-asset payment. By submitting payment information, you authorize us and our payment providers to charge the applicable amount and you represent that you are authorized to use the selected payment method.

Payments are processed by third-party providers, and your use of those services may be subject to the providers’ own terms. You are responsible for any sales, use, value-added, import, or similar taxes and duties associated with your Order, except for taxes based on our net income. We do not store full card numbers. Where a digital-asset payment is used, you are responsible for sending the correct amount to the correct address; network confirmation times are outside our control.

Some payment methods are irreversible. Digital-asset payments and bank-to-bank or peer-to-peer transfers (for example, ACH, Cash App, or Zelle) settle directly and cannot be reversed or charged back once sent. For those methods you are responsible for sending the correct amount to the details shown at checkout, and any refund is handled under our Returns & Refunds policy rather than a reversal. If you believe there is a problem with an Order or a charge, contact us first so we can resolve it; how refunds, verified exceptions, and payment disputes are handled is described in that policy.

To protect the Services and prevent misuse, we may review Orders for indicators of fraud, unauthorized payment, or attempts to acquire Products for prohibited purposes. As part of this review we may request additional information, delay fulfillment, verify billing and shipping details, or decline or cancel an Order.

We may share information with payment processors and other providers as needed to investigate and prevent fraud, consistent with our Privacy Policy.

The following policies are incorporated into and form part of these Terms. By agreeing to these Terms you also agree to each of them:

• Research Use Only Terms
• Shipping & Returns
• Returns & Refunds
• Privacy Policy
• Acceptable Use Policy

If there is a direct conflict between these Terms and an incorporated policy regarding a specific subject, the policy that addresses that subject in more detail controls for that subject.

By placing an Order you represent and warrant that: (a) you are acquiring Products solely as research-grade materials for laboratory or in-vitro research conducted by, or under the supervision of, qualified persons; (b) you will not introduce any Product into the body of any human or animal, and will not resell, distribute, or transfer any Product for such purposes; (c) you will handle, store, use, and dispose of Products in compliance with all applicable laws, regulations, and accepted laboratory safety practices; and (d) all information you provide is true and accurate.

These representations are in addition to those in our Research Use Only Terms and are a condition of each Order.

Except for any limited specification expressly stated on a Product listing or its Certificate of Analysis, the Products and the Services are provided “as is” and “as available” without warranty of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that the Products are fit for any use other than the laboratory research use described in these Terms.

To the maximum extent permitted by law, Medlly and its officers, employees, agents, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, data, or goodwill, arising out of or related to the Services or any Product, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability for any claim arising out of or relating to a Product or the Services will not exceed the amount you paid for the Product or Order giving rise to the claim. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability arising from our own fraud or fraudulent misrepresentation.

You agree to indemnify, defend, and hold harmless Medlly and its officers, employees, agents, and suppliers from and against any claim, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of these Terms or any incorporated policy; (b) your use, handling, storage, resale, or distribution of any Product, including any introduction of a Product into a human or animal; or (c) your violation of any law or the rights of any third party.

The Services and all Content, including text, graphics, logos, layout, and the compilation of materials, are owned by Medlly or its licensors and are protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for your internal evaluation and purchasing purposes. You may not copy, reproduce, distribute, or create derivative works from the Content except as expressly permitted.

Sale of a Product transfers ownership of the physical material only. No Order grants you any patent, trademark, copyright, or other intellectual-property license in or to any Product, its underlying compound, or any associated rights, by implication or otherwise.

Your use of the Services is also governed by our Acceptable Use Policy. You agree not to misuse the Services, interfere with their operation, attempt to gain unauthorized access, or use the Services for any unlawful or prohibited purpose.

We may investigate suspected violations and may suspend or terminate access, cancel Orders, and pursue any remedy available at law or in equity. Our failure to enforce a provision is not a waiver of our right to do so later.

These Terms are governed by the laws of the United States and the State of Wyoming, where Medlly LLC is organized, without regard to conflict-of-laws principles. Subject to the arbitration provision in Section 16, you agree that the state and federal courts located in that jurisdiction have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and you consent to venue in those courts.

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court.

Informal resolution first. Before starting an arbitration, you agree to first contact us in writing and give us 60 days to resolve the dispute informally. Send your notice, describing the dispute and the relief you seek, to the contact in Section 19.

Agreement to arbitrate. If the dispute is not resolved informally, you and Medlly agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding individual arbitration, rather than in court, except that either party may bring an individual claim in small-claims court if it qualifies. The arbitration will be administered by a recognized arbitration provider under its applicable consumer rules, and judgment on the award may be entered in any court of competent jurisdiction.

Class-action and jury waiver. You and Medlly agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person’s claims. You and Medlly waive any right to a jury trial.

30-day opt-out. You may opt out of this arbitration provision by sending written notice to the contact in Section 19 within 30 days of first agreeing to these Terms, stating your intent to opt out and including your name and order or account details. If you opt out, disputes will be resolved in the courts identified in Section 15. This section survives termination of these Terms.

Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including carrier delays, customs actions, labor disputes, supply disruptions, network outages, or acts of nature.

Severability. If any provision of these Terms is held unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full effect.

No waiver. Our failure to enforce any provision is not a waiver of that or any other provision.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Entire agreement and amendments. These Terms, together with the incorporated policies, are the entire agreement between you and Medlly regarding the Services and supersede prior agreements. We may amend these Terms from time to time; the version in effect when you place an Order applies to that Order, and continued use after an update constitutes acceptance of the revised Terms.

We may suspend or terminate your access to the Services, your Account, or any pending Order at any time, with or without notice, for any breach of these Terms or for any lawful reason. Upon termination, the provisions that by their nature should survive, including Sections 9 through 17 and Section 19, will continue to apply.

We may provide notices to you by email, through the Services, or by posting to this site. You may direct legal notices and questions about these Terms to Medlly LLC at [email protected] or by mail at 30 N Gould St, Sheridan, WY 82801, United States. Please include your order number where applicable.