Terms of Use

1. Scope and Acceptance of Terms

These Terms of Use (“Terms”) constitute a legally binding agreement between you and CROsourcing, LLC (“CROsourcing,” “Platform,” “we,” “us,” or “our”). These Terms apply to all visitors, users, customers, clients, service providers, vendors, contractors, affiliates, and any other persons or entities accessing or using our website, platform, applications, content, tools, and related services (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

By using the Services, you represent and warrant that:

• you have the legal capacity and authority to enter into these Terms;
• if you are using the Services on behalf of an organization, you are authorized to bind that organization to these Terms;
• all information you submit through the Services is true, accurate, current, and complete; and
• your use of the Services will comply with all applicable laws, regulations, industry standards, and contractual obligations.

2. Nature of the Platform

CROsourcing, LLC is a business-to-business platform intended to facilitate introductions, communications, information exchange, quote requests, project discussions, vendor discovery, and related workflow support between users seeking research, development, laboratory, preclinical, bioanalytical, translational, manufacturing, consulting, or related scientific services, and service providers offering such services.

Unless expressly stated otherwise in a separate written agreement, the Platform acts only as a neutral technology and coordination platform and does not itself perform laboratory work, testing, scientific validation, regulatory review, manufacturing, shipping, clinical diagnosis, medical treatment, legal advice, or professional certification services.

We do not guarantee that any vendor, provider, client, project opportunity, quote, timeline, deliverable, result, report, or transaction made available through the Services will be suitable, accurate, lawful, compliant, successful, uninterrupted, or fit for your intended purpose.

3. Eligibility

The Services are intended for use by individuals who are at least eighteen (18) years old and by legally organized business entities and institutions. The Services are not intended for use by minors.

You may not use the Services if:

• you are prohibited from receiving or using the Services under applicable law;
• you are located in, organized in, or ordinarily resident in a jurisdiction subject to comprehensive sanctions, where such use would violate applicable sanctions laws;
• your account has been suspended or terminated by us, unless expressly reinstated; or
• your use would involve unlawful research, prohibited substances, restricted biological materials, controlled technologies, sanctioned parties, or any activity that would create material legal or compliance risk.

4. Account Registration and Account Security

Certain features of the Services may require account registration. When creating or maintaining an account, you agree to provide complete and accurate information and to promptly update such information if it changes.

You are solely responsible for:

• maintaining the confidentiality of your username, password, login credentials, API keys, and other access credentials;
• all activities conducted through your account, whether authorized by you or not;
• implementing appropriate internal controls for users acting on behalf of your organization; and
• promptly notifying us of any unauthorized access, suspected compromise, loss of credentials, or misuse of the Services.

We reserve the right to suspend, restrict, or terminate accounts that appear to be fraudulent, duplicated, inactive for extended periods, misleading, non-compliant, or otherwise risky to the Services, users, or third parties.

5. Platform Services and No Guarantee of Match or Transaction

The Services may include company profiles, service listings, technology categories, quote request workflows, project intake forms, saved project summaries, communication tools, account dashboards, recommendation tools, document management, and other platform functionalities.

We do not guarantee:

• that any user will receive any quote, response, match, project, order, or engagement;
• that any provider will be selected or awarded work;
• that pricing, turnaround times, scope descriptions, capacity, or regulatory claims presented by any party are accurate or current; or
• that any services offered through the Platform will meet regulatory, scientific, operational, budgetary, or timeline expectations.

Any engagement, statement of work, purchase order, work authorization, confidentiality agreement, master services agreement, quality agreement, or other contract arising from use of the Platform is solely between the relevant parties, unless we are expressly identified as a contracting party in a separate signed agreement.

6. User Responsibilities

You agree to use the Services responsibly, lawfully, and in good faith. Without limitation, you are responsible for:

• reviewing whether a service provider is suitable for your intended project;
• independently verifying credentials, facilities, compliance status, insurance, licenses, data practices, technical capabilities, biosafety procedures, and quality systems;
• ensuring that information you upload or transmit is lawful and that you have all rights and permissions necessary to do so;
• determining whether your project involves regulated materials, export-controlled information, personal data, protected health information, animal studies, hazardous materials, or other legally sensitive matters; and
• obtaining any approvals, consents, permits, ethics clearances, committee approvals, contractual permissions, or other authorizations required for your activities.

7. Prohibited Conduct

You may not, directly or indirectly:

• use the Services for any unlawful, fraudulent, deceptive, harmful, abusive, or unethical purpose;
• submit false, misleading, incomplete, or impersonating information;
• misrepresent your identity, organization, credentials, affiliations, location, qualifications, capabilities, or authority;
• upload or transmit malicious code, spyware, ransomware, viruses, worms, bots, scraping tools, or harmful scripts;
• reverse engineer, copy, decompile, disassemble, mirror, or otherwise attempt to extract source code, data models, or non-public platform logic, except to the extent prohibited by law;
• use automated means to access, monitor, scrape, harvest, or index the Services without our prior written consent;
• interfere with platform security, stability, performance, availability, or usage by others;
• circumvent access restrictions, authentication requirements, usage limits, fee controls, or technical protections;
• upload confidential, proprietary, export-controlled, restricted, or third-party material unless you are authorized to do so and your disclosure complies with law and contract;
• use the Services to solicit illegal transactions, embargoed goods, prohibited substances, unauthorized biological materials, or regulated items in a non-compliant manner;
• post or transmit content that is defamatory, threatening, harassing, obscene, infringing, discriminatory, or otherwise objectionable; or
• use the Services in any way that could damage our reputation, systems, users, affiliates, or commercial relationships.

8. Quotes, Listings, Service Descriptions, and Informational Content

The Platform may contain or facilitate access to project descriptions, service categories, scientific fields, technical methods, estimated timelines, general pricing information, case examples, white papers, blog content, user-generated statements, vendor profiles, and other informational materials.

All such information is provided for general informational and workflow purposes only. It does not constitute legal advice, medical advice, regulatory advice, investment advice, quality certification, or guaranteed scientific feasibility or project success.

Quotes, estimates, timelines, scopes, or pricing ranges displayed through the Platform may be preliminary, incomplete, conditional, illustrative, outdated, or subject to change without notice. Final commercial terms must be confirmed in writing between the relevant parties.

9. Vendor and Client Independence

Vendors, laboratories, CROs, CDMOs, consultants, investigators, contractors, and clients using the Platform are independent parties and are not employees, agents, partners, joint venturers, or legal representatives of CROsourcing, LLC solely by virtue of using the Services.

We are not responsible for the acts, omissions, errors, misconduct, negligence, malpractice, non-performance, insolvency, regulatory failures, data incidents, quality issues, delays, shipment losses, compliance failures, or intellectual property disputes of any user or third party.

Any reliance you place on another user’s profile, materials, representations, certifications, licenses, claims, references, capacity statements, or project history is at your own risk.

10. Data Submission and User Content

“User Content” means any information, data, forms, materials, project requirements, requests for quotation, specifications, comments, files, attachments, communications, images, text, reports, feedback, or other content submitted, uploaded, posted, stored, or transmitted by you through the Services.

You retain ownership of your User Content, subject to the rights you grant to us in these Terms. By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable right to host, store, reproduce, process, transmit, format, display, and use such User Content as reasonably necessary to operate, secure, maintain, improve, and provide the Services and related support.

You represent and warrant that:

• you own or control all rights necessary for your User Content;
• your User Content does not violate any law, regulation, confidentiality duty, privacy right, intellectual property right, or contractual restriction; and
• your User Content does not contain material that is unlawful, harmful, infringing, or otherwise prohibited under these Terms.

We have no obligation to pre-screen User Content, but we reserve the right to remove, refuse, disable access to, or investigate any User Content at our discretion.

11. Confidential Information

The Services may facilitate the exchange of sensitive business, scientific, technical, commercial, or operational information. Unless a separate non-disclosure agreement or confidentiality agreement is executed between the applicable parties, you should not assume that information exchanged through the Platform is protected by any specific confidentiality obligation beyond what is stated in our Privacy Policy or other applicable written terms.

You are solely responsible for determining whether to disclose confidential or proprietary information through the Platform and whether additional protective agreements are necessary before sharing such information.

We may use reasonable administrative, technical, and organizational measures to protect information, but we do not guarantee absolute security and are not liable for unauthorized access, interception, or disclosure caused by factors beyond our reasonable control.

12. Privacy

Your use of the Services is also subject to our Privacy Policy, which describes how we collect, use, disclose, and manage information. By using the Services, you acknowledge that you have reviewed and understood our Privacy Policy.

If there is a conflict between these Terms and the Privacy Policy with respect to privacy or data handling matters, the Privacy Policy will govern for those specific matters, unless a separate agreement states otherwise.

13. Compliance with Laws and Restricted Activities

You are solely responsible for complying with all applicable laws, regulations, guidelines, and standards relating to your access to and use of the Services and any transaction or project arising from it, including as applicable data protection and privacy laws, intellectual property laws, anti-bribery and anti-corruption laws, economic sanctions and export control laws, biosafety and biosecurity rules, animal welfare and research ethics requirements, laboratory, transportation, customs, and hazardous materials regulations, and industry-specific regulatory requirements.

You may not use the Services in connection with any project, product, material, activity, or transaction that is illegal, sanctioned, unsafe, deceptive, or prohibited by applicable law or policy.

14. Intellectual Property Rights

The Services, including the website, software, platform architecture, workflows, selection and arrangement of content, text, graphics, logos, icons, interfaces, trademarks, service marks, audio, video, databases, and other elements, are owned by or licensed to CROsourcing, LLC and are protected by intellectual property and other laws.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business or personal evaluation purposes in accordance with these Terms.

You may not copy, modify, distribute, publish, sell, lease, license, frame, reproduce, or create derivative works from the Services or any part thereof, except as expressly permitted by us in writing.

15. Feedback

If you provide ideas, suggestions, enhancement requests, recommendations, comments, or other feedback regarding the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free right to use, copy, modify, implement, distribute, and otherwise exploit such Feedback for any lawful purpose without compensation, attribution, or restriction, unless otherwise agreed in writing.

16. Third-Party Services and Links

The Services may contain links to third-party websites, tools, APIs, plug-ins, payment processors, file storage providers, analytics providers, communication systems, or external services. We do not control and are not responsible for any third-party content, services, security practices, functionality, terms, privacy policies, or business practices.

Your dealings with third parties are solely between you and the relevant third party, and you access such services at your own risk.

17. Fees, Payments, and Taxes

Certain Services may be offered free of charge, while others may require payment, subscription, commission, listing fees, transaction fees, service fees, or other charges. Any applicable fees will be described in the relevant order form, subscription page, invoice, pricing schedule, or separate written agreement.

Unless otherwise stated:

• all fees are stated in the applicable currency and are non-refundable once incurred;
• you are responsible for all taxes, duties, levies, withholdings, and governmental charges associated with your use of the Services, except taxes based on our net income;
• late payments may accrue interest or service charges to the extent permitted by law; and
• we may suspend access for non-payment.

We reserve the right to change pricing or introduce new charges prospectively upon notice.

18. No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ALL WARRANTIES RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, PERFORMANCE, SYSTEM INTEGRATION, OR RESULTS OBTAINED FROM USE OF THE SERVICES.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, TIMELY, COMPLETE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CROSOURCING, LLC, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, EXPECTED SAVINGS, CONTRACTS, OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

20. Indemnification

You agree to defend, indemnify, and hold harmless CROsourcing, LLC, its affiliates, and their respective officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, fines, penalties, and reasonable attorneys’ fees arising out of or relating to:

• your use or misuse of the Services;
• your User Content;
• your violation of these Terms;
• your violation of applicable law or the rights of any third party;
• any dispute between you and another user, vendor, client, or third party; or
• any products, services, data, materials, samples, compounds, or projects you submit, request, offer, sell, purchase, transfer, or otherwise handle in connection with the Services.

21. Suspension and Termination

We reserve the right, at any time and in our sole discretion, with or without notice, to suspend, limit, disable, investigate, remove content from, or terminate your access to all or part of the Services if:

• you breach these Terms;
• we suspect fraud, abuse, unlawful conduct, security risk, or regulatory risk;
• we are required to do so by law, court order, or governmental request;
• continued access is no longer commercially or operationally feasible; or
• your use of the Services creates risk or potential liability for us, other users, or third parties.

Upon termination, your right to access and use the Services will cease immediately, but provisions that by their nature should survive termination shall survive, including ownership, disclaimers, liability limitations, indemnification, disputes, and general legal terms.

22. Record Retention and Deletion

We may retain account information, communications, logs, submitted forms, project records, and other materials for legal, operational, compliance, backup, dispute resolution, fraud prevention, or business continuity purposes, subject to applicable law and our Privacy Policy.

We are not obligated to retain any data for any particular period unless required by law or contract. You are responsible for keeping your own copies of materials you submit or receive through the Services.

23. Beta Features and Platform Changes

We may from time to time offer beta, pilot, early access, test, or experimental features. Such features may be incomplete, unstable, changed, or discontinued at any time and are provided without any commitment, warranty, support level, or guaranteed availability.

We may modify, replace, suspend, or discontinue any aspect of the Services at any time, including features, workflows, integrations, categories, availability, or technical specifications.

24. Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles.

25. Dispute Resolution

Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute by written notice and informal discussion for at least thirty (30) days.

If the dispute is not resolved informally, then, to the extent permitted by applicable law, the dispute shall be resolved exclusively in the state courts of New Mexico or the United States District Court for the District of New Mexico, and each party consents to the personal jurisdiction and venue of such courts.

26. Class Action Waiver

To the fullest extent permitted by law, you and CROsourcing, LLC agree that each may bring claims against the other only in an individual capacity and not as a plaintiff, claimant, or class member in any purported class, collective, representative, or mass proceeding.

27. International Use

The Services may be accessed from multiple jurisdictions. We make no representation that the Services are appropriate, available, or lawful for use in every jurisdiction. Persons accessing the Services from outside the jurisdiction in which the Platform is operated do so at their own initiative and are responsible for compliance with local laws.

28. Electronic Communications

By using the Services, you consent to receive communications from us electronically, including notices, disclosures, invoices, platform messages, and other communications by email, website posting, dashboard notification, or other electronic means. You agree that such electronic communications satisfy any legal requirement that communications be in writing, except where applicable law requires otherwise.

29. Assignment

You may not assign, transfer, delegate, or sublicense any rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, restructuring, financing, sale of assets, or by operation of law.

30. Force Majeure

We shall not be liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, public health events, labor disputes, war, terrorism, civil unrest, utility failures, internet outages, cyberattacks, hosting failures, governmental actions, transportation disruptions, or supply chain interruptions.

31. Entire Agreement

These Terms, together with the Privacy Policy and any other policies, order forms, or written agreements expressly incorporated by reference, constitute the entire agreement between you and CROsourcing, LLC regarding the Services and supersede all prior and contemporaneous understandings relating to the subject matter hereof.

32. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.

33. Waiver

No failure or delay by us in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof.

34. Changes to These Terms

We may revise these Terms from time to time in our sole discretion. Updated Terms will become effective when posted, unless a different effective date is stated. Your continued access to or use of the Services after updated Terms become effective constitutes your acceptance of the revised Terms.

If you do not agree to the revised Terms, you must stop using the Services.

35. Contact Information

If you have questions regarding these Terms, please contact: