Terms of Use

Welcome to Hiro Science, a Nevada Corporation ("Hiro Science," "Company," "we," "our," or "us"). These Terms of Use ("Terms" or "Agreement") govern your access and use of the website https://www.hiroscience.com ("Website" or "Site") and the purchase of products from our online store. These Terms of Use apply to all transactions and purchases made through the Website and shall govern both your access to the Website and the purchase, sale, and use of any products offered by Hiro Science.

By accessing, browsing, or purchasing from Hiro Science, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our Website.

It is the responsibility of the user to review the most current version of the Terms of Use when using this Site. User is hereby made aware that we reserve the right to add new features or tools, including features or tools that are added to our store, and that these will also be subject to the Terms. Your ongoing use of or access to the website after such changes have been posted signifies that your acceptance to any such changes or updates.

By accessing and utilizing our Site, you agree not to reproduce, duplicate, copy, sell, resell, or otherwise exploit any portion of the Service, including access and any content available through the website that delivers the Service, unless you have our explicit written approval. Additionally, you agree not to use our products or services for any purposes that are illegal or not authorized under the laws or regulations of your jurisdiction. This prohibition includes, but is not limited to, refraining from any activities that could violate any laws or regulatory requirements applicable to you.

We reserve the right to update these Terms at any time without prior notice. Continued use of our Website constitutes acceptance of the revised Terms.

1. Customer Eligibility and Authorized Use

1.1.

By accessing our Website or placing an order with Hiro Science, you expressly represent and warrant that:

(a) you are at least 18 years of age;

(b) you are acting on behalf of a qualified commercial, academic, or research institution in the ordinary course of business and research operations; and

(c) the products purchased will not be used for personal, consumer, or household purposes.

1.2.

You further acknowledge, represent, warrant, and agree that all products purchased from the Company:

(a) are intended solely for laboratory research purposes;

(b) are not for human use or consumption, animal use, or any form of in-vivo application;

(c) shall not be used for diagnostics, therapeutic, or clinical purposes of any kind;

(d) shall not be used for the manufacture or production of any product for sale or resale without prior written authorization from the Company; and

(e) you shall not resell any products for any purpose without written authorization from Company.

Products offered here are offered and sold for research purpose only, and Purchaser has no express or implied authorization from Seller to use such Products for any other purpose.

1.3.

You shall properly test, use, handle, store, and dispose of all Products in compliance with any and all applicable federal, state, and local laws, regulations, and industry standards governing such Products, including but not limited to those related to hazardous materials, laboratory safety, chemical handling, and waste disposal. This includes compliance with, but is not limited to, the Toxic Substances Control Act (TSCA), the Federal Hazardous Substances Act (FHSA), the Occupational Safety and Health Act (OSHA), and all applicable U.S. Food and Drug Administration (FDA) and Drug Enforcement Administration (DEA) regulations.

1.4.

We may request, at random, or based on specific purchasing patterns, documentary proof (e.g., institutional purchase orders, business license, institutional emails, tax-exempt certificates or any relevant document we may deem necessary) to confirm your identify and affiliation. Orders placed without satisfactory proof may be refused, cancelled, or delayed at our discretion.

1.5.

The Company's catalogue of products includes custom compound formulation and nano-fabrication services and solutions as well as research chemicals, laboratory supplies and related services ("Products"). All Products are provided subject to these restrictions and the additional terms set forth in the applicable Product documentation, safety data sheets, and limited use information.

1.6.

Purchaser acknowledges that Products are not tested for safety and efficacy in food, drug, medical device, cosmetic, or commercial or any other use, unless otherwise explicitly stated. Purchaser is solely responsible for obtaining any necessary intellectual property permissions related to the use of Products.

1.7.

The Company reserves the right, in its sole discretion, to refuse or cancel any order, terminate any account, or prohibit future purchases if it has reason to believe that you have violated or intend to violate any provision material provisions of this agreement. Furthermore, any breach of your representations, warranties, or agreements under these Terms, including but not limited to §§ 1.1., 1.2., 1.3. of this Section as well as Section 5, shall constitute a material breach of this Agreement. To the fullest extent permitted by law, the Company shall have no liability for any consequences arising from such breach, including but not limited to any misuse of its Products.

2. Shipment, Delivery and Performance

2.1.

We ship to customers in the United States only, at this time.

2.2.

Delivery dates provided by the Company are estimates only. Time of delivery is not of the essence. The Company shall not be liable for any delay, loss, or damage in transit, including delays caused by carriers, customs clearance, or other third-party logistics providers.

2.3.

Unless otherwise agreed in writing, all Products are shipped using the Company's standard packaging and shipping methods. Applicable shipping fees will be added to your invoice. Title to Products and risk of loss shall pass to you upon delivery to the carrier at the shipping point (FOB Origin), unless otherwise specified in writing.

2.4.

The Company does not accept returns under any circumstances except for Nonconforming Products, defined as only those delivered Products, or quantity thereof, which are different than identified in the Order Confirmation. Purchaser shall inspect products no later than five (5) days after receipt ("Inspection Period"). Purchaser will be deemed to have accepted the received Products unless it notifies the Company in writing of any Nonconforming Products during the Inspection Period, furnishing evidence or other documentation if necessary. If notified in accordance with this process, Company shall, in its sole discretion:

(a) replace such Nonconforming Products with conforming Products, or

(b) credit the price for such nonconforming Products or, in the event of partial delivery, adjust the invoice to reflect the actual quantity delivered. Purchaser acknowledges and agrees that the remedies set forth herein are the exclusive remedies for delivery of nonconforming Products.

2.5.

The Company does not guarantee availability of all Products at all times. Certain Products may be subject to limited availability or production schedules, and backorders may occur.

3. Payments and Pricing

3.1.

Hiro Science utilizes third-party payment service providers (the "Payment Processor") to handle all transactions. By placing an order, you agree to be bound by the Payment Processor's terms of service and privacy policy.

3.2.

All prices are exclusive of applicable sales, use, excise, value-added, and other taxes, duties, tariffs, or charges imposed by any governmental authority. Purchaser is solely responsible for all such taxes and charges, except for taxes based on the Company's income.

3.3.

Payment for all orders is due at the time of purchase through the Website's designated payment processor unless otherwise agreed in writing. For invoiced orders, payment is due within thirty (30) days from the date of invoice.

3.4.

The Company may suspend or cancel deliveries if Purchaser fails to make timely payment. Purchaser shall not withhold payment or set off any amount due against amounts owed to the Company.

4. Indemnification

4.1. Assumption of Risk

Purchaser assumes all risk and liability for any loss, damage, or injury to persons or property arising from the handling, storage, transportation, use, or disposal of Products purchased from Hiro Science, including any resulting from Purchaser's failure to comply with applicable laws, regulations, Use Documents, or these Terms. This assumption of risk applies to all Products regardless of their intended purpose, whether for laboratory research, commercial use, or otherwise.

4.2.

To the fullest extent permitted by law, Purchaser shall indemnify, defend, and hold harmless Hiro Science, its officers, directors, employees, agents, representatives, and affiliates from and against any and all claims, losses, damages, liabilities, judgments, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Purchaser's handling, storage, transportation, use, or disposal of the Products;

(b) Purchaser's breach of any representation, warranty, or obligation under these Terms;

(c) any negligent, reckless, or willful act or omission by Purchaser, its employees, contractors, or agents; or

(d) any alleged or actual infringement of third-party intellectual property rights resulting from Purchaser's specific use of Products.

4.3.

Except as otherwise expressly provided in these Terms, Hiro Science shall not be liable to Purchaser for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, loss of business, loss of data, cost of substitute equipment, facilities or services, downtime costs, or any liability of Purchaser to a third party, whether arising in contract, tort, strict liability, or otherwise. Hiro Science's total liability under these Terms shall not exceed the purchase price paid by Purchaser for the specific Products giving rise to the claim.

4.4. Exclusions and disclaimers

Hiro Science makes no warranty whatsoever with respect to Products (including any uses thereof), whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise, including but not limited to:

(a) warranty of merchantability;

(b) warranty of fitness for a particular purpose; or

(c) warranty against infringement of intellectual property rights of a third party.

Any suggestions by Hiro Science regarding use, selection, application, or suitability of Products shall not be construed as an express or implied warranty.

5. Intellectual Property

5.1. Ownership Rights

All content on the Website, including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software, and the compilation thereof (collectively, "Content") is the property of Hiro Science or its content suppliers and is protected by United States and international copyright, trademark, and other intellectual property laws. The collection, arrangement, and assembly of all Content on the Website is the exclusive property of Hiro Science and is protected by United States and International copyright laws.

5.2. Limited License

Hiro Science grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Website and its Content for personal, non-commercial purposes. This license does not include:

(a) any resale or commercial use of the Website or its Content;

(b) any collection and use of product listings, descriptions, or prices;

(c) any derivative use of the Website or its Content;

(d) any downloading or copying of account information for the benefit of another merchant; or

(e) any use of data mining, robots, or similar data gathering and extraction tools.

5.3. Restriction of use

You may not reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit the Website or any Content for any commercial purpose without Hiro Science's express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Hiro Science without express written consent. You may not use any meta tags or any other "hiddentext" utilizing Hiro Science's name or trademarks without express written consent.

5.4. User Submissions

By submitting ideas, suggestions, documents, or proposals ("Submissions") to Hiro Science through the Website, you acknowledge and agree that:

(a) your Submissions do not contain confidential or proprietary information;

(b) Hiro Science is not under any obligation of confidentiality with respect to such Submissions;

(c) Hiro Science shall be entitled to use or disclose such Submissions for any purpose, without restriction or compensation to you; and

(d) you grant Hiro Science a perpetual, non-exclusive, royalty-free, irrevocable right and license to use, reproduce, modify, adapt, publish, translate, and distribute such Submissions in any media.

5.5. Trademarks

All trademarks, service marks, and trade names of Hiro Science used on the Website are trademarks or registered trademarks of Hiro Science or its affiliates. Other trademarks, service marks, and trade names appearing on the Website are the property of their respective owners. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Website without the written permission of Hiro Science or the third party that owns the trademark.

5.6. Copyright Complaint

If you believe that any Content on the Website infringes upon your copyright, please notify Hiro Science by providing the following information:

(a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;

(b) a description of the copyrighted work claimed to have been infringed;

(c) a description of where the material you claim is infringing is located on the Website;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner; and

(f) a statement by you, made under penalty of perjury that the above information is accurate and that you are the copyright owner or authorized act on the copyright owner's behalf.

6. Termination

6.1.

Hiro Science may terminate your access to the Website and/or cancel any pending orders immediately upon written notice to you if:

(a) you fail to make any payment when due under these Terms;

(b) you breach any representation, warranty, or obligation under these Terms, including but not limited to violations of the Product Use Disclaimer;

(c) you use the Products for any purpose other than laboratory research purposes;

(d) you become insolvent, file a petition for bankruptcy, or commence or have commenced against you proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors;

(e) you violate any applicable laws or regulations related to the purchase, handling, storage, transportation, use, or disposal of the Products; or you engage in any conduct that, in Hiro Science's sole discretion, is harmful to Hiro Science's reputation or business interests.

6.2. Termination by Customer

You may terminate your account with Hiro Science at any time by providing written notice to support@hiroscience.com. Any pending orders at the time of termination may be fulfilled or canceled at Hiro Science's discretion.

6.3. Effect of Termination

Upon termination for any reason:

(a) all licenses granted to you under these Terms shall immediately terminate;

(b) you shall cease all use of the Website;

(c) you remain liable for any outstanding payments due to Hiro Science;

(d) you remain bound by all restrictions regarding the use of Products previously purchased; and

(e) you shall continue to comply with all applicable laws and regulations regarding the handling, storage, and disposal of any Products in your possession.

6.4. Survival

The following provisions shall survive termination of these Terms: §§ 1.1., 1.2., 1.3., (Eligibility, Product Use Restrictions, Compliance with Laws), 3. (Payments and Pricing), 4. (Indemnification), 5. (Privacy Policy and Intellectual Property), 6.4. (Survival), 7. (Governing Law), 8. (Arbitration Clause), 9. (Severability), 11. (Entire Agreement), 12. (Legal Notice), 13. (Force Majeure), and any other provision that, by its nature, should survive termination.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any choice or conflict of law provisions or rules. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of Nevada, in each case located in Clark County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

8. Conflict Resolution

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be solely and finally settled by arbitration. You submit and consent to the exclusive jurisdiction of the state courts in Nevada to compel arbitration, to confirm an arbitration award or order, or to handle other court functions exclusively in accordance with the Nevada Arbitration Rules (NAR). Hiro Science or you may seek recognition and enforcement of any Nevada state court judgment confirming an arbitration award or order in any U.S. state court or in any court outside the United States and its territories. You expressly waive any right of removal to the United States federal courts, and the you expressly waive any right to compel arbitration, confirm any arbitral award, or seek any aid or assistance of any kind in the United States federal courts. By entering into this Agreement, you are waiving your constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, you knowingly accepting the use of arbitration as a means of resolution of any Disputes. You agree that this clause has been included to rapidly and inexpensively resolve any disputes between Hiro Science and you with respect to this Agreement. The laws of the State of Nevada, including the Nevada Arbitration Rules, shall apply exclusively as the laws governing this arbitration agreement between the parties, with the sole exception of the Nevada choice of law provisions, which shall not apply.

9. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10. Headings

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. Section headings are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

11. Entire Agreement

This Agreement, together with all schedules, exhibits, and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, communications, and understandings, whether written or oral, electronic or otherwise. No representation, inducement, promise, or agreement not expressly set forth herein has been made or relied upon by either party entering into this arrangement. This Agreement may only be modified by a written amendment signed by authorized representatives of both parties.

12. Notice

All notices required under this Agreement shall be in writing and sent by certified mail, courier service, or email with confirmation of receipt to the addresses designated by each party.

13. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, pandemics, supply chain disruptions, or government actions.

14. Privacy Policy

Use of this Website and all related transactions are subject to the Company's Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how the Company collects, uses, and protects personal information.

15. Contact Information

For all inquiries, support, and legal notices:

Email: support@hiroscience.com

Address: 5155 Blue Diamond Road Ste 102 #2648 Las Vegas, NV 89139

Contact Form: https://www.hiroscience.com/contact

All formal notices required under these Terms must be sent via certified mail to the address above or email to support@hiroscience.com.