OVERVIEW

Welcome to BIOPRIME! The terms “we”, “us” and “our” refer to BIOPRIME. BIOPRIME operates this store and website, including all related information, content, features, tools, products and services, in order to provide you, the customer, with a curated shopping experience (the “Services”). BIOPRIME is powered by Shopify, which enables us to provide the Services to you.

The terms below, together with any policies referenced here (these “Terms of Service” or “Terms”), describe your rights and responsibilities when you use the Services.

Please read these Terms of Service carefully, as they include important information about your legal rights and cover areas such as warranty disclaimers and limitations of liability.

By visiting, interacting with, or using the Services, you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these Terms of Service and the Privacy Policy, you should not use or access the Services.

SECTION 1 – ACCESS AND ACCOUNTS

By accepting these Terms of Service, you represent that you are of legal age in your state or province of residence and that you have given us your consent to allow any of your minor dependents to use the Services on devices you own, purchase, or manage.

To use the Services, including accessing or browsing our online stores or purchasing any of the products or services we offer, you may be asked to provide certain information, such as an email address and billing, payment, and shipping information. You represent and warrant that all information you provide in our stores is true, accurate, and complete, and that you have all rights necessary to provide that information.

You are fully responsible for maintaining the security of your account credentials and for all activity under your account. You may not transfer, sell, assign, or license your account to another person.

SECTION 2 – OUR PRODUCTS

We have made every effort to display our products and services accurately in our online stores. Please note, however, that colors or product appearance may differ from how they appear on your screen because of the device you use to access the store and your device settings and configuration.

We do not warrant that the appearance or quality of any products or services you purchase will meet your expectations or will be the same as depicted or rendered in our online stores.

All product descriptions are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time and may limit the quantities of any products that we offer to any person, geographic region, or jurisdiction, on a case-by-case basis.

SECTION 3 – ORDERS

When you place an order, you are making an offer to purchase. BIOPRIME reserves the right to accept or decline your order for any reason, at its discretion. Your order is not accepted until BIOPRIME confirms acceptance. We must receive and process your payment before your order is accepted. Please review your order carefully before submitting it, because BIOPRIME may be unable to process cancellation requests after an order has been accepted. If we do not accept, modify, or cancel an order, we will attempt to notify you using the email address, billing address, and/or phone number provided when the order was placed.

Your purchases are subject to return or exchange solely in accordance with our refund policy.

You represent and warrant that your purchases are for your personal or household use and not for commercial resale or export.

SECTION 4 – PRICES AND BILLING

Prices, discounts, and promotions are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be stated in the order confirmation email. Unless expressly stated otherwise, listed prices do not include taxes, shipping, handling, customs, or import charges.

Prices published in our online stores may differ from prices offered in physical stores or in online or other stores operated by third parties. We may from time to time offer promotions on the Services that affect pricing and that are governed by terms separate from these Terms of Service. If there is a conflict between the terms of a promotion and these Terms, the promotion terms will prevail.

You agree to provide current, complete, and accurate purchase, payment, and account information for all purchases made in our stores. You agree to promptly update your account and other information, including your email address, credit card numbers, and expiration dates, so that we can complete your transactions and contact you as needed.

You represent and warrant that (i) the credit card information you supply is true, correct, and complete; (ii) you are duly authorized to use that credit card for the purchase; (iii) charges incurred by you will be honored by your credit card company; and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any.

SECTION 5 – SHIPPING AND DELIVERY

We are not liable for shipping and delivery delays. All delivery times are estimates only and are not guaranteed. We are not responsible for delays caused by carriers, customs processing, or events beyond our control. Once we transfer the products to the carrier, title and risk of loss pass to you.

SECTION 6 – INTELLECTUAL PROPERTY

Our Services, including but not limited to all trademarks, brands, text, displays, images, graphics, product reviews, video and audio, and the design, selection, and arrangement thereof, are owned by BIOPRIME, its affiliates, or its licensors and are protected by patent, copyright, and other intellectual property laws of the United States and foreign countries.

These Terms permit you to use the Services for personal, non-commercial use only. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Services without our prior written consent. Except as expressly provided here, nothing in these Terms grants or shall be construed as granting you a license or other rights under any patent, trademark, copyright, or other intellectual property of BIOPRIME, Shopify, or any third party. Unauthorized use of the Services may violate federal and state intellectual property laws. All rights not expressly granted here are reserved by BIOPRIME.

The names, logos, product and service names, designs, and slogans of BIOPRIME are trademarks of BIOPRIME or its affiliates or licensors. You must not use such trademarks without BIOPRIME’s prior written permission. Shopify’s name, logo, product and service names, designs, and slogans are trademarks of Shopify. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

SECTION 7 – OPTIONAL TOOLS

As part of the Services, you may be given access to customer tools offered by third parties that we do not monitor, control, or use.

You acknowledge that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without endorsement. We will have no liability arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which the tools are provided by the relevant third-party providers.

We may also, in the future, offer new features through the Services (including the release of new tools and resources). Such new features are also part of the Services and are subject to these Terms of Service.

SECTION 8 – THIRD-PARTY LINKS

The Services may contain materials and hyperlinks to websites provided or maintained by third parties (including any embedded third-party functionality). We are not responsible for examining or evaluating the content or accuracy of any third-party materials or websites you choose to access. If you decide to leave the Services to access these third-party materials or sites, you do so at your own risk.

We are not liable for any harm or damages related to your access to third-party websites, or to your purchase or use of products, services, resources, or content on third-party websites. Please review the third party’s policies and practices carefully and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products and services should be directed to the third party.

SECTION 9 – RELATIONSHIP WITH SHOPIFY

BIOPRIME is powered by Shopify, which enables us to provide the Services to you. All sales and purchases you make in our store, however, are made directly with BIOPRIME. By using the Services, you acknowledge and agree that Shopify is not responsible for any aspect of the sales between you and BIOPRIME, including any injury, damage, or loss resulting from purchased products and services. You expressly release Shopify and Shopify’s affiliates from all claims, damages, and liabilities arising out of or related to your purchases and transactions with BIOPRIME.

SECTION 10 – PRIVACY POLICY

All personal information we collect through the Services is subject to our Privacy Policy, which you can view here, and certain personal information may be subject to Shopify’s Privacy Policy, which you can view on Shopify’s site. By using the Services, you acknowledge that you have read the applicable privacy policies.

Because the Services are hosted by Shopify, Shopify collects and processes personal information about your access to and use of the Services in order to provide and improve them. Information you provide to the Services will be transmitted to and shared with Shopify, as well as with third parties that may be located in countries other than your own, in order to provide services. Review our Privacy Policy for more details about how we, Shopify, and our partners use your personal information.

SECTION 11 – FEEDBACK

If you submit, upload, post, email, or otherwise transmit ideas, suggestions, feedback, reviews, plans, or other content (collectively, “Feedback”), you grant us a perpetual, worldwide, sublicensable, royalty-free license to use, reproduce, modify, publish, distribute, and display that Feedback in any media for any purpose, including commercial use. We may, for example, use our rights under this license to operate, provide, evaluate, improve, develop, and promote the Services, and to perform our obligations and exercise our rights under the Terms of Service.

You also represent and warrant that: (i) you own or have all necessary rights in the Feedback; (ii) you have disclosed any compensation or incentives received in connection with your submission of Feedback; and (iii) your Feedback will comply with these Terms. We are not and will not be obligated (1) to maintain any Feedback in confidence; (2) to pay compensation for any Feedback; or (3) to respond to any Feedback.

We may, but have no obligation to, monitor, edit, or remove Feedback that we determine in our discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable, or that violates a party’s intellectual property or these Terms of Service.

You agree that your Feedback will not violate any third-party right, including copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your Feedback will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website. You may not use a false email address, impersonate any person, or otherwise mislead us or third parties as to the origin of any Feedback. You are solely responsible for any Feedback you make and for its accuracy. We take no responsibility for any Feedback posted by you or any third party.

SECTION 12 – ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information is inaccurate, at any time without prior notice (including after you have submitted your order).

SECTION 13 – PROHIBITED USES

You may access and use the Services only for lawful purposes. You may not access or use the Services, directly or indirectly: (a) for any unlawful or malicious purpose; (b) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (c) to infringe upon our intellectual property rights or the intellectual property rights of others; (d) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate against any of our employees or any other person; (e) to submit false or misleading information; (f) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; (g) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms; (h) to transmit or procure the sending of any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation; (i) to impersonate or attempt to impersonate another person or entity; or (j) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm BIOPRIME, Shopify, or users of the Services, or expose them to liability.

You also agree not to: (a) upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; (b) reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services; (c) collect or track the personal information of others; (d) spam, phish, pharm, pretext, spider, crawl, or scrape; (e) use any robot, spider, scraper, data mining tool, automated device or process, AI tool (including agentic AI), or automated or manual means to access the Services; or (f) interfere with, circumvent, or avoid authentication features, robot exclusion headers, or other measures we use to prevent or limit access to the Services. We reserve the right to suspend, disable, or terminate your account at any time and without notice if we determine that you have violated any part of these Terms.

SECTION 14 – AGENTS

14.1 This section (agent terms) applies if you use, permit, enable, or direct the deployment of an Agent to access, use, or interact with the Services. “Agent” means any software or service that takes autonomous or semi-autonomous actions on behalf of or at the direction of any person or organization, and that may be executed on or with the assistance of a person’s device without direct supervision.

14.2 Agents may not access, use, or interact with the Services unless, in all cases, they identify themselves and act in strict compliance with the requirements in section 14.4 below. They also may not access, use, or interact with the Services if we have asked them to refrain from accessing, using, or interacting with any service.

14.3 We may limit, including through technical measures, whether and how an Agent accesses, uses, and interacts with the Services.

14.4 Agents must: (i) in all HTTP/HTTPS requests, indicate that the request is from an Agent and disclose the Agent’s name by including the following in the request’s user-agent string: “Agent/agent name”; (ii) not conceal or mask that access, use, or interactions are from an Agent, including by (a) imitating human behavior and interaction patterns, or (b) completing or bypassing CAPTCHA or measures intended to distinguish computer use from human use; (iii) answer honestly any question or prompt intended to determine whether interactions come from a human or a computer; and (iv) not circumvent or otherwise avoid any measure intended to block, limit, modify, or control whether and how Agents access, use, or interact with the Services.

SECTION 15 – TERMINATION

We may terminate this agreement or your access to the Services (or any part of them) in our sole discretion at any time and without notice, and you will remain liable for all amounts due up to and including the date of termination.

The following sections will survive termination: Intellectual Property, Feedback, Termination, Disclaimer of Warranties, Limitation of Liability, Indemnification, Severability, Waiver and Entire Agreement, Assignment, Governing Law, Privacy Policy, and any other provisions that by their nature should survive termination.

SECTION 16 – DISCLAIMER OF WARRANTIES

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

EXCEPT AS EXPRESSLY STATED BY Gentle Labs Ltd, THE SERVICES AND ALL PRODUCTS OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES, OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT OR REPRESENT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

SECTION 17 – LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Gentle Labs Ltd, OUR PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, OR LICENSORS, OR THOSE OF SHOPIFY AND SHOPIFY’S AFFILIATES, BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING FROM YOUR USE OF THE SERVICES OR ANY PRODUCTS PROCURED USING THE SERVICES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR ANY PRODUCT, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICES OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.

SECTION 18 – INDEMNIFICATION

You agree to indemnify, defend, and hold harmless BIOPRIME, Shopify, and our affiliates, partners, officers, directors, employees, agents, contractors, licensors, and service providers from any losses, damages, liabilities, or claims, including reasonable attorneys’ fees, arising out of or related to (1) your breach of these Terms of Service or the documents they incorporate by reference; (2) your violation of any law or the rights of a third party; or (3) your access to and use of the Services.

We will notify you of any indemnified claim, provided that failure to notify you promptly does not relieve you of your obligations except to the extent you are materially prejudiced. We may control the defense and settlement of such a claim at your expense, including choice of counsel, but we will not settle, without your consent (not to be unreasonably withheld), any claim that imposes a non-monetary obligation on you. You will cooperate in the defense of indemnified claims, including by providing relevant documents.

SECTION 19 – SEVERABILITY

If any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed severed from these Terms of Service. Such a determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 20 – WAIVER; ENTIRE AGREEMENT

Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect of the Service constitute the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 21 – ASSIGNMENT

You may not delegate or assign this agreement or any of your rights or obligations under these Terms without our prior written consent, and any such attempt shall be null and void. We may assign or delegate these Terms and our rights and obligations without your consent or notice to you.

SECTION 22 – GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the federal and state or territorial courts in the jurisdiction where BIOPRIME is headquartered. You and BIOPRIME consent to the venue and personal jurisdiction of those courts.

SECTION 23 – HEADINGS

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 24 – CHANGES TO THE TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time on this page.

We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. We will notify you of any material changes to these Terms in accordance with applicable law, and those changes will take effect on the date stated in the notice. Your continued use of or access to the Services after the posting of changes to these Terms of Service constitutes acceptance of those changes.