These terms govern every partner account with Paltra Bioworks LLC ("Paltra"). By applying for and using a partner account, you agree to all of them.
Paltra provides packaging, labeling, order fulfillment, and report-publication services to independent brands ("Partners"). Paltra is a service provider. Paltra is not the manufacturer of any product, not a testing laboratory, and not a party to any sale between you and your customers. You sell to your customers; we ship for you.
All products fulfilled by Paltra are research materials sold for laboratory and research use only. They are not for human or veterinary consumption, and are not intended to diagnose, treat, cure, or prevent any disease. By holding a partner account you represent that you sell exclusively on this basis, and that you and your customers are responsible for compliance with all laws applicable to their purchase and use.
You are solely responsible for every claim made on your storefront, in your advertising, and in your customer communications. The following are prohibited and are grounds for immediate termination:
Indemnification. You agree to indemnify, defend, and hold harmless Paltra, its owners, employees, and agents from any claim, loss, liability, or expense (including attorneys' fees) arising out of your marketing, your sales, your customer relationships, your storefront, or your breach of these terms.
Partner accounts operate on a prepaid balance. Funds are credited when received and drawn when an order is approved. Balances are not interest-bearing. On termination of your account, any unused balance is refunded within 30 days, less amounts owed. Approved and shipped orders are not refundable to the balance except as provided in Section 6.
Orders are transmitted from your storefront and fulfilled after approval. Title and risk of loss transfer to you when the package is accepted by the carrier. Paltra's responsibility ends at carrier handoff, evidenced by the tracking record.
If a package arrives damaged or contains an error attributable to Paltra's packing, notify us within 7 days of delivery with photographs. Our sole obligation, at our option, is replacement of the affected items or credit of their price to your balance. This is your exclusive remedy for fulfillment errors.
Paltra publishes batch reports issued by independent laboratories and does not alter them. Reports describe the tested sample and batch; they are not a warranty of fitness for any purpose. EXCEPT AS EXPRESSLY STATED IN SECTION 6, ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND PALTRA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PALTRA'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS YOU PAID TO PALTRA IN THE THREE (3) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL PALTRA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR GOODWILL.
You grant Paltra a limited, non-exclusive license to use your name, logo, and brand assets solely to print your labels, pack your orders, and operate your verification page. You represent that you own or are licensed to use those assets and that they infringe no third-party rights. Paltra may list your brand name and partnership status on its verification pages; this is the point of the service and survives termination for batches already shipped.
If Paltra determines that a batch must be withdrawn, you agree to notify your affected customers promptly on our instruction and cease sales of the affected items. If Paltra receives a legal demand, chargeback, or regulatory inquiry related to your sales, you agree to cooperate fully and promptly.
You must be at least 21, legally able to contract, and operating a lawful business. Your partner portal link and any credentials are confidential, activity through them is attributed to you. Notify us immediately of any suspected compromise.
Paltra may suspend or terminate any account immediately for breach of Section 2 or 3, for nonpayment, for fraudulent or unlawful activity, or where continuing service would in Paltra's reasonable judgment create legal exposure. You may terminate at any time by written notice. Sections 3, 5–10, and 13–15 survive termination.
Paltra may revise these terms and its price sheet with 30 days' notice by email or portal notice. Continued use of the account after the effective date is acceptance. Orders approved before a price change are honored at the prior price.
These terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules. Any dispute shall be resolved by binding arbitration in Miami-Dade County, Florida, on an individual basis; class actions and class arbitrations are waived. Either party may seek injunctive relief in court for misuse of intellectual property or confidential information.
These terms, together with the price sheet and any signed partner agreement, are the entire agreement between you and Paltra and supersede all prior discussions. If any provision is unenforceable, the remainder stands. Failure to enforce a provision is not a waiver.