Terms of Use

Effective Date: August 15, 2024

Welcome to Ammortal, Inc.’s website. By accessing or using our website (“Site”), you agree to be bound by the following terms and conditions, which govern your use of this Site and your purchase of any products, services, or other offerings (collectively, the “Products”) through this Site.

The Products offered for sale on this Site are designed to support general wellness and are intended for use in promoting and maintaining a healthy lifestyle. The statements and claims made on this Site regarding the Products have NOT been evaluated by the United States Food and Drug Administration (FDA). The Products are not intended to diagnose, treat, cure, or prevent any disease or medical condition. The information provided on this Site, including product descriptions or other content, is for informational purposes only and is not a substitute for professional medical advice, diagnosis, or treatment. The Products should be used in accordance with their instructions and in a manner consistent with their intended purpose as wellness products. While the Products are designed to support general wellness, the effectiveness may vary from individual to individual. No guarantees or warranties, for any purpose, whether express or implied, are made as to the efficacy of the Products in achieving any specific health outcomes.

This document consists of two parts:

  1. Purchase Terms and Conditions: This section outlines the terms and conditions that govern your purchase of any Products and includes important information about your rights and responsibilities as a buyer (“Buyer”); and

  2. Website Terms of Use: This section outlines the terms and conditions that govern your use of this Site, including provisions related to intellectual property, user conduct, and other aspects of your interaction with our Site. 

These sections, together with the documents and policies incorporated and referenced herein are a contract (this “Agreement”) between Ammortal, Inc., a Delaware incorporation (“Ammortal”), and you as a user and your use of or interactions with any Products. Please review these terms and conditions carefully.

i. Purchase Terms and Conditions

PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”) is entered into on _____________ (the “Effective Date”), between Ammortal Inc., a Delaware corporation (“Ammortal”), and ___________________________, the buyer (“Buyer”). Ammortal and Buyer are individually referred to as a “Party” and collectively as “Parties”.

In consideration of the mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

  1. Description; Sale of Goods. Ammortal shall transfer and deliver to Buyer, and Buyer shall accept and pay for the goods and/or services (the “Goods”), as described in the applicable Invoice (as defined herein). The Goods covered by this Agreement are only those specifically identified herein or in the applicable Invoice. Additional goods and products may only be added to this Agreement by written agreement identifying such additional goods and signed by an authorized representative of Ammortal.

  2. Invoices; Pricing; Payment.

    1. Invoices. Buyer shall order Goods in accordance with the terms and conditions of this Agreement. Ammortal shall provide Buyer an estimate for the Goods to be approved by the Parties. Thereafter, orders for the purchase of Goods (an “Invoice”) shall be submitted from Ammortal to Buyer by submitting the Invoice in accordance with Ammortal’s standard practices. Each Invoice shall specify (i) the Goods and quantity of such Goods being ordered; (ii) prices for the Goods; (iii) payment terms granted by Ammortal, if any; (iv) Buyer’s delivery address; and (v) a receipt date. Receipt dates must be during the term of this Agreement, except Buyer may request, and Ammortal may elect to accept in its sole discretion, an Invoice with a requested receipt date after the expiration or termination of this Agreement, in which case the terms and conditions of this Agreement shall apply to such shipment, but under no circumstances should such shipment be deemed to be or construed as being a renewal or extension of this Agreement.

    2. No Conflicting Terms. The Parties agree that the terms of this Agreement shall prevail over any conflicting terms and conditions in any Invoice or any other instrument or document provided by the Buyer, whether written or oral. Any additional or different terms or conditions in any Invoice or other instrument or submission from the Buyer shall be deemed objected to by Ammortal without the need of any further or additional notice of objection, and such additional or different term shall be of no effect or in any way binding upon Ammortal.

    3. Acceptance of Invoices by Ammortal. Invoices are subject to written acceptance by an authorized representative of Ammortal. Invoices submitted by Buyer hereunder shall not be binding on Ammortal until the earlier of written acceptance by Ammortal or shipment, and acceptance by shipment shall only be binding as to the portion of the Invoice actually shipped by Ammortal. Any automatic or computer generated response to an Invoice by Ammortal’s automated response system or otherwise shall not be deemed acceptance of an Invoice. Notwithstanding the foregoing, Ammortal reserves the right to refuse, cancel or delay any Invoice placed by Buyer and accepted by Ammortal when Buyer is delinquent in payments or when Buyer has failed to perform any of its material obligations under this Agreement.

    4. Pricing; Payment. The price to be paid by Buyer shall be determined by Ammortal and contained on the Invoice. Full payment is due at the time the Invoice is submitted and approved, unless otherwise agreed upon between the Parties. Payment for the Goods shall be made via wire transfer or ACH payment. The price for the Goods covered by this Agreement excludes all transportation costs, freight, insurance and special handling and packaging, or any required federal, state or local sales or other taxes (except for taxes based on Ammortal’s net income), duties, export or custom charges, VAT charges, brokerage or other fees, for which costs Buyer shall be fully responsible. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Ammortal shall be made without Ammortal’s prior, express written approval. Sales tax will be added to Buyer’s invoice where applicable.

  3. Delivery.

    1. Delivery; Title and Risk of Loss. All Goods acquired by Buyer under this Agreement will be suitably packaged for shipment in Ammortal’s standard containers. The Goods shall be delivered to Buyer’s address as described in the applicable Invoice, and title to and risk of loss of the Goods will pass to the Buyer upon such delivery by Ammortal.

    2. Buyer’s Right of Inspection; Returns. Buyer shall have the right to inspect the Goods at the time and place of delivery before accepting them. Buyer must carefully inspect all deliveries of the Goods and report promptly to Ammortal any alleged error, shortage, defect or nonconformity of such Goods. If any of the Goods arrive in damaged condition or are missing, Buyer must report the issue to Ammortal. Buyer is not permitted to return any of the Goods to Ammortal without express written approval from Ammortal. Buyer has sole responsibility for any return shipping fees. Ammortal will accept all returns due to unfixable damage or unfixable operational problems within seven (7) days of the Goods arriving to the Buyer. If the Goods are broken and/or not in working or not in safe condition, Ammortal will incur the service charges within the warranty period selected by Buyer, as set forth in Section 6, to repair the Goods. Except as specifically allowed for in this Section 3(b), Buyer has no right to return the Goods and Ammortal will not accept any request to return the Goods.

    3. Ammortal’s Right to Delay or Cancel. The Parties agree that any stated delivery dates are approximate and that delivery of any Goods ordered from Ammortal under this Agreement may be delayed for a period of time sufficient to allow Ammortal to manufacture and assemble or otherwise acquire the Goods for Buyer. The Parties further agree that Ammortal shall not be held liable to Buyer or any other party for any losses, damages, penalties, or expenses for any delay in delivery of the Goods. Notwithstanding any other terms contained in this Agreement, Ammortal reserves the right to refuse, cancel or delay all or part of an Invoice and/or this Agreement, without cause, at any time by written notice, in which case Ammortal will refund to Buyer the amounts specified in the Invoice that were previously paid by Buyer for the Goods not delivered prior to cancellation. Such refusal, cancellation or delay of any shipment shall not be deemed a breach or default of this Agreement by Ammortal.

    4. Buyer’s Right to Delay or Cancel. All submitted Invoices that Ammortal has begun processing are treated as custom orders and cannot be canceled. A twenty percent (20%) restocking fee (based on the full purchase price of the Goods at order execution) plus the cost of freight will be charged to the Buyer if the order is canceled before processing has begun.

    5. Insufficient Quantities; Patents. If for any reason, the quantities of the Goods or of any materials used in the production of the Goods reasonably available to Ammortal shall be less than Ammortal total needs for its own use and for sale, Ammortal may allocate its available supply of products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Ammortal deems proper in Ammortal’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform this Agreement. Ammortal reserves the right to discontinue deliveries of any Goods if, in Ammortal’s opinion, the manufacture, sale or use of the Goods would infringe upon any U.S. patent, trade mark or design now or hereinafter issued, registered, or existing and under which Ammortal is not licensed.

  4. Installation. Installation of the Goods, if required, shall be completed by an authorized representative or technician of Ammortal. Buyer shall be responsible for providing access, utilities, and a safe environment for installation. Unless otherwise agreed in writing, installation is not included in the purchase price and may incur additional fees.

  5. Software, Connectivity, and Data. Buyer acknowledges that certain Goods may include software, connectivity, or data collection features. Buyer agrees to Ammortal’s software terms of use and privacy policy, which govern access to and use of such features. Ammortal may update these terms periodically. Buyer may be required to accept software updates or connectivity services to maintain proper function.

  6. Warranty. It is the sole and exclusive responsibility of Buyer to determine the suitability of any and all Goods for Buyer’s intended uses. Both the Limited Warranty and Extended Warranty, set forth below, are the sole and exclusive warranties given by Ammortal, and Ammortal gives or makes no other representation or warranty of any kind, express or implied.

For any sale by Ammortal of the Goods, the terms of these limited warranties are:

  1. Limited Warranty. Two (2) years warranty for parts and/or labor when a manufacturer defect is the cause of failure. Excluded under this Limited Warranty are failures or breakage due to negligence or an attempt to fix the Goods without an authorized representative of Ammortal or approved contractor present.

  2. Extended Warranty. Three (3) years warranty for parts and/or labor when a manufacturer defect is the cause of failure. Excluded under this Extended Warranty are failures or breakage due to negligence or an attempt to fix the Goods without an authorized representative of Ammortal or approved contractor present.

Buyer must select either the Limited Warranty or the Extended Warranty, as set forth on the applicable Invoice. In no scenario do the Limited Warranty and Extended Warranty operate concurrently or work in combination.

In order to claim a Warranty service for any faulty or defective Goods, Buyer must contact Ammortal or a representative with details about the issue, including photos, if available. Ammortal will attempt to remedy the issue with the Buyer, and if necessary, Ammortal will send a representative to replace or fix the issue.

No representative of Ammortal is authorized to make any other representation or warranty or modify the limited warranties or this Section in any way except in a written amendment signed by an authorized representative of Ammortal that makes specific reference to this Agreement.

  1. Recurring Services. Buyer may elect to subscribe to additional service plans, which may include extended warranties, service benefits, exclusive content, and/or priority support. Such subscriptions are governed by separate terms and must be explicitly selected and agreed upon in the applicable Invoice.

  2. Service and Maintenance Access. Buyer agrees to provide Ammortal or its authorized representatives’ reasonable access to the Goods for inspection, service, or repairs during normal business hours, with prior written notice, for the duration of the warranty period or for any extended service agreement in place.

  3. Title and Risk of Loss. Title to the Goods, and all risk of loss of or damage to such Goods, pass to and are assumed by Buyer upon delivery to the destination specified by Buyer.

  4. Resale Restrictions. Buyer agrees not to resell, lease, sublicense, or otherwise transfer the Goods to any third party without Ammortal’s prior written consent. Any approved transfer is subject to the transferee accepting the terms of this Agreement in writing.

  5. Disclaimer of Express and Implied Warranties. Ammortal warrants that the Goods are as described in this Agreement, but no other express warranty is made with respect to the Goods. If any model or sample was shown to Buyer, that model or sample was used merely to illustrate the general type and quality of the Goods and not to represent that the Goods would necessarily conform to the model or sample.

THE GOODS SOLD UNDER THIS AGREEMENT ARE PURCHASED BY THE BUYER "AS IS" AND AMMORTAL DOES NOT PROVIDE ANY WARRANTY FOR THE GOODS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES THAT THE GOODS ARE OF MERCHANTABLE QUALITY OR THAT THE GOODS CAN BE USED FOR ANY PARTICULAR PURPOSE.

  1. Ammortal’s Remedies. In the event that Buyer fails to pay when due any amount that Buyer owes Ammortal for the Goods, Ammortal has, in addition to any other rights of Ammortal, the right (without liability to Buyer) to repossess such Goods and/or require Buyer to return such Goods to Ammortal at Buyer’s sole expense. In addition, until Buyer has remitted payment to Ammortal in the entire amount due for the Goods, Ammortal will retain a security interest in the Goods in the amount of the full purchase price plus all other amounts due hereunder, and Ammortal will retain all rights and remedies of a secured party under the Uniform Commercial Code as in effect at the time of delivery of such Goods. A copy of Ammortal’s invoice may be filed with appropriate authorities at any time as a financing statement or chattel mortgage in order to perfect Ammortal’s security interest. Upon request, Ammortal will execute any financing statement and other instruments necessary or appropriate for Ammortal to perfect its security interest.

  2. Limitation of Liability; Actions. Ammortal’s sole liability, and Buyer’s exclusive remedy, in connection with the sale or use of Goods sold hereunder, regardless of the form of action or legal theory, will be strictly limited to Ammortal’s obligations as specifically and expressly provided herein. Buyer acknowledges that no guarantees or assurances have been made as to results that may be obtained from the use of the Goods whether used singly or in combination with other products or services. Buyer acknowledges that it does not rely on, and waives any claim relating to, any recommendation or instruction given to Buyer by Ammortal or any of its representatives regarding the specifications, storage, handling, maintenance, or use of Goods, which recommendation or instruction is followed or acted upon entirely by its own end users.

IN NO EVENT SHALL AMMORTAL BE LIABLE UNDER THIS AGREEMENT TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF AMMORTAL, AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE GOODS WITH RESPECT TO WHICH SUCH CLAIM IS MADE.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

  1. Assumption of Risk. Buyer and/or all users of any Goods designed, manufactured and sold by Ammortal are solely responsible for the Goods while in use. Buyer acknowledges that use of the Goods may result in personal injury or death. The purchase of the Goods constitutes Buyer’s acceptance of all responsibility and liability for monitoring usage of such Goods. Ammortal, in no event, will be liable for any direct, special, punitive, indirect, or consequential damages (including lost profits) resulting from the use or loss of use of the Goods, even if it has been advised of the possibility of such damage.

The Goods may offer health, fitness, and wellness information that is designed for educational and entertainment purposes only. Buyer should not, and will instruct its users not to, rely on such information as a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment. The use of any information provided by the Goods is solely at the user’s own risk, and users should not disregard, avoid, or delay in obtaining medical or health related advice from a healthcare professional because of any information provided through the Goods. Nothing stated in the Goods are intended to be, nor may be taken to be, the practice of medical or counseling care (including without limitation, psychiatry, psychology, psychotherapy, or health care treatment, instructions, diagnosis, prognosis or advice). The Goods are continually under development, and Ammortal makes no warranty of any kind, implied or express, as to the accuracy, completeness or appropriateness thereof for any purpose.

  1. Insurance. Ammortal does not provide theft, property, personal injury, or any other type of insurance to Buyer. Buyer acknowledges that it is Buyer’s sole responsibility to insure Buyer’s Goods, and Ammortal shall have no liability to Buyer in connection therewith.

  2. Compliance with Laws. Buyer represents, warrants and covenants that it shall comply with all applicable international, national, state, regional and local laws and regulations in performing its duties hereunder and in any of its dealings with respect to the Goods. Buyer acknowledges and understands that the Goods may be subject to restrictions upon export from the United States and upon resale after export. Buyer therefore represents and warrants that it shall comply fully with all relevant regulations and import and/or export control laws of the United States.

  3. Intellectual Property. Buyer acknowledges that Ammortal is the owner, or holds licenses in and to, all intellectual property rights, including patent rights in and to the Products. In purchasing the Products, Buyer is not receiving, and Ammortal is not giving, any license in or to the intellectual property associated with the Products.

Buyer further acknowledges that Ammortal is the owner of other intellectual property related to the Products, including Ammortal trademark and other trademarks (the “Marks”) and proprietary color and patterns used in connection with its Products (the “Copyrights”). Buyer shall not use the Marks or Copyrights or any part thereof as part of Buyer’s name, nor register any name, including domain names, social media name/profile, or any other similar use, or mark confusingly similar to the Marks or Copyrights. Buyer acknowledges that it is not being licensed any right or interest of any kind in the Marks or Copyrights and that Buyer may not use the same without the prior, written consent of Ammortal.

  1. Authority of Ammortal's Agents. No agent, employee, or representative of Ammortal has any authority to bind Ammortal to any affirmation, representation, or warranty concerning the Goods sold under this Agreement. Unless an affirmation, representation, or warranty made by an agent, employee, or representative of Ammortal is specifically and expressly included within this Agreement, it does not constitute a part of the basis of the bargain between the Parties and shall not in any manner be enforceable.

  2. Term and Termination; Survival.

    1. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either Party, in accordance with the terms herein.

    2. Termination for Breach. Either Party may terminate this Agreement at any time in the event of a material breach by the other Party that remains uncured after: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach, thirty (30) calendar days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. In such a case, Ammortal may exercise its right to repossess the Chamber. Termination shall be in addition to any other remedies that may be available to the non-breaching Party. 

    3. Termination for Buyer’s Financial Insecurity. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate automatically and without notice upon the occurrence of any of the following events, each of which shall be deemed to be an incurable breach of this Agreement: (i) Buyer’s dissolution, termination of existence, insolvency or bankruptcy; (ii) the appointment of a receiver of any part of the property of Buyer; (iii) an assignment for the benefit of creditors by Buyer; (iv) the filing by Buyer of a petition in bankruptcy or under any insolvency laws or any laws related to the relief of debtors, readjustment of indebtedness or reorganization of Buyer; (v) Buyer’s failure to make repayment of its obligations for borrowed money; or (vi) Buyer’s failure to comply with any law with respect to conduct related to this Agreement, or engaging in any practice with respect to the Goods determined to be illegal or an unfair trade practice. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 U.S.C. §365). In such a case, Ammortal may exercise its right to repossess the Chamber.

    4. Survival. Upon termination of this Agreement, the provisions hereof which by their nature are intended to survive termination or expiration, including but not limited to, Section 2 (Invoices; Pricing; Payment), Section 10 (Disclaimer of Express and Implied Warranties), Section 11 (Ammortal’s Remedies), Section 12 (Limitation of Liability; Actions), Section 16 (Intellectual Property), and Section 19 (Confidentiality), shall so survive.

  3. Confidentiality. Except for the specific rights granted by this Agreement, Buyer will not use or disclose any Confidential Information (as defined herein) without Ammortal’s prior written consent, and will use reasonable care to protect it from unauthorized access, use or disclosure. Buyer will be responsible for any breach of confidentiality by anyone to whom Buyer discloses Confidential Information. Any breach or threatened breach of this provision will cause irreparable harm to Ammortal for which money damages would not be an adequate remedy. Accordingly, Ammortal will, in addition to any other legal or equitable remedies, be entitled to an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond. For the purposes of this Agreement, “Confidential Information” means all trade secrets, know-how, inventions, developments, software, pricing information and other business or technical information and other business or technical information disclosed by or for Ammortal, but not including any information that Buyer can demonstrate is (i) rightfully furnished to it without restriction by a third-party without breach of any obligation of confidentiality, (ii) generally available to the public without breach of this Agreement, or (iii) independently developed by it without access to or reliance on Ammortal’s information. The pricing and quantity provisions in the Invoice constitute Confidential Information.

  4. Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of North Carolina, without giving effect to the principles of conflicts of law of such state. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in the city of Asheville, Buncombe County, North Carolina. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. 

THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

  1. Attorney’s Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party, in addition to any other relief to which the prevailing Party may be entitled.

  2. Relationship of the Parties. The relationship of the Parties hereto is that of seller and purchaser. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents. Accordingly, Buyer shall not be empowered to bind Ammortal in any way, to incur any liability, make any statements, representations, warranties or commitments, or otherwise act on behalf of Ammortal. Each Party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers compensation, and all other employment benefits.

  3. Force Majeure. Ammortal shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accidents, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of Ammortal, for so long as such force majeure event is in effect and for a reasonable period thereafter. Ammortal shall endeavor to provide Buyer with notice of the occurrence of such an event within five (5) business days of its occurrence. Buyer’s order will be deemed suspended for so long as any such cause prevents or delays Ammortal’s performance. In the event of any such suspension, Buyer will have the option, upon notice to Ammortal, to (i) terminate its obligations to sell any or all of the Goods, or (ii) resume performance as soon as practicable after the suspension, and reschedule delivery of the Goods ordered hereunder to one or more deferred dates agreed upon by the Parties. 

  4. Assignment. Buyer may not assign this Agreement, either in whole or in part, nor delegate any performance hereunder, without the express, written consent of Ammortal, which consent shall be at Ammortal’s sole and absolute discretion. Any assignment without such consent shall be null and void. Ammortal may assign this Agreement upon written notice to Buyer.

  5. Headings; Construction. The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.

  6. Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, then such provisions or portions shall be limited or modified to the extent necessary to most closely reflect the Parties’ intent and the remaining provisions or portions shall remain in full force and effect.

  7. Notices. All notices or other communications required under this Agreement shall be deemed effective when received and made in writing by electronic mail to the Party to be notified at the following address or to such other address as such Party shall specify by like notice hereunder:

AMMORTAL

Name: Ammortal

Email: accounting@ammortal.com

BUYER

Name:

Email: 

  1. Authorized Signatories; Counterparts. It is agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Party are authorized to execute such an Agreement. No further proof of authorization shall be required. This Agreement may be executed by facsimile and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.

  2. Entire Agreement. This Agreement, including any Exhibits hereto, is the entire agreement between the Parties with respect to the subject matter and supersedes any prior agreement or communications between the Parties hereto, whether written or oral. No course of prior dealings between the Parties and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. 

  3. Binding Effect and Third-Party Beneficiary. Except if specifically stated in this Agreement, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. This Agreement has been entered into solely between and for the benefit of the Parties hereto. No third party is a beneficiary of this Agreement.

  4. Modification; Waiver. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter.

(Signature Page Follows)

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

AMMORTAL

By: Rob Insinger
Name: Rob Insinger
Title: CRO

BUYER

By: 
Name: 
Title: 

Date: 

 

II. Website Terms and Conditions

  1. Scope of Use. This Agreement governs your use of this “Site” and shall be in effect for as long as you continue to access and/or use this Site. 

    1. Ammortal reserves the right to make non-material changes to the terms and conditions that govern your use of this Site, with or without any additional notice to you. The revised terms will be effective upon the date of posting. It is your responsibility to periodically review these terms for the most up-to-date terms and conditions. By continuing to access and/or use this Site, you are agreeing to be bound by the terms in effect at the time of your access and/or use of this Site. 

IF YOU DO NOT AGREE TO THESE TERMS OR ANY OTHER AMMORTAL USER POLICY, YOU MUST DISCONTINUE YOUR USE OF THIS SITE. 

  1. Ownership. All content included on this Site is and shall continue to be the property of Ammortal or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Site is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of this Site.

  2. Trademarks. “Ammortal”, Ammortal’s logo and others are either trademarks or registered trademarks of Ammortal. Other product and company names mentioned on this Site may be trademarks of their respective owners. Users shall not use any trademarks or portion thereof, or use any mark that could reasonably be confused with the trademarks on this Site. 

  3. License; Site Use. This Site is owned by Ammortal and its subsidiaries and/or affiliates. Ammortal grants you a limited, revocable, non-exclusive license to use this Site solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on this Site, reverse engineer or break into the Site, or use materials, products or services in violation of any law. The use of this Site is at the discretion of Ammortal and Ammortal may terminate your use of this Site at any time.

  4. User Account. Ammortal may allow you to create an account on this Site after making a purchase. If you choose to create an account, you will select a username and password for you to access your account.. You are fully responsible for maintaining the confidentiality of your username and password. You agree to immediately notify Ammortal if you know, or have reasonable grounds to suspect, that your username and password have been compromised. Ammortal shall not be responsible for any user’s failure to abide by this paragraph.

  5. Compliance with Laws. You must abide by all Federal, State and local laws. If you are outside the United States you must comply with all local laws with respect to your online conduct, as well as the export of data to the United States or to your country or residence. You further agree that information provided by you is truthful and accurate to the best of your knowledge.

  6. Indemnification. You agree to indemnify and hold Ammortal, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of this Agreement by you. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of any content or information or service accessed from this Site.

  7. Disclaimer. THE INFORMATION, SERVICES, AND/OR PRODUCTS ON THIS SITE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. AMMORTAL DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE.

  8. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL AMMORTAL AND/OR ITS BENEFICIARIES BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.

You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.

  1. Use of Information. Ammortal reserves the right, and you authorize us, to use and assign all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy.

  2. Orders and Order Processing. Customers can place orders for products directly through our Site. Prior to completing an order, Customers should confirm that all information that has been provided to us is accurate. Ammortal reserves the right to refuse or cancel any order in its sole discretion. Upon placing an order, Customers are required to make a minimum payment of 10% of the total product cost (the “Deposit”). Upon receipt of the Deposit and corresponding order, Ammortal will contact the Customer with an Invoice and all other relevant information necessary to proceed with finalizing the order. 

  3. Applicable Law. You agree that the laws of the state of Maryland, without regard to conflicts of laws provisions will govern this Agreement and any dispute that may arise between you and Ammortal and/or its affiliates.

  4. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

  5. Waiver. The failure of Ammortal to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. 

  6. Entire Agreement. This Agreement, together with Ammortal’s other user policies, constitutes the entire agreement between you and Ammortal and governs the terms and conditions of your use of the Site.

  7. Contact Information.

Ammortal, Inc. 

2093 Philadelphia Pike #3336

Claymont, DE 19703

United States

+1 302-367-7905

support@ammortal.com