MATERIAL TRANSFER AGREEMENT

Last Updated: March 23, 2026

AGREEMENT OVERVIEW

This Material Transfer Agreement (“Agreement”) governs the purchase, transfer, and use of all research materials including peptides, research chemicals, solvents, and laboratory supplies (“Materials”) from CLEAVE Labs (“CLEAVE Labs,” “we,” “our,” or “us”).

By purchasing from our platform, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions set forth in this Agreement.

All Materials provided by CLEAVE Labs are strictly for in vitro research purposes only and are intended for use by qualified professionals in controlled laboratory settings.

PURCHASER QUALIFICATIONS AND CERTIFICATIONS

By completing any purchase from CLEAVE Labs, you certify and warrant that:

• You are a trained professional in a relevant scientific field (chemistry, biology, pharmacology, or related disciplines)
• You are affiliated with a legitimate research institution, university, or qualified laboratory facility
• You are at least 21 years of age and legally authorized to purchase research materials
• You possess the technical qualifications and expertise necessary to safely handle, store, and use research chemicals
• You have access to appropriate facilities, safety equipment, and waste disposal systems
• You will restrict access to Materials to authorized and properly trained personnel only

PERMITTED USES

Materials purchased from CLEAVE Labs may ONLY be used for the following purposes:

• In vitro scientific research and experimentation in controlled laboratory settings
• Non-diagnostic laboratory analysis and testing
• Educational purposes within accredited academic institutions
• Development of research protocols and methodologies
• Basic research to advance scientific knowledge
• Research and development activities in compliance with TSCA regulations (15 U.S.C. §2601 et seq.)

STRICTLY PROHIBITED USES

The following uses are STRICTLY PROHIBITED and may result in immediate account termination and legal action:

• Human consumption or administration
• Veterinary or animal treatment
• Clinical applications
• Diagnostic purposes
• Manufacturing or commercial production without proper authorization
• Resale, transfer, or redistribution to third parties
• Any illegal activities in violation of applicable laws

REGULATORY COMPLIANCE REQUIREMENTS

Federal Compliance

Purchaser agrees to comply with all applicable federal regulations including but not limited to:

• Toxic Substances Control Act (TSCA)
• FDA “Research Use Only” labeling requirements (21 CFR 809.10(c)(2)(i))
• DEA regulations (if applicable)
• OSHA Hazard Communication Standard
• EPA regulations for disposal
• DOT hazardous materials transportation regulations

State and Local Compliance

Purchaser is solely responsible for compliance with all applicable state and local laws, including licensing, storage, handling, and disposal requirements.

STORAGE AND HANDLING PROTOCOLS

All Materials must be handled in accordance with the following:

• Store according to labeled conditions
• Maintain restricted access to authorized personnel
• Use appropriate PPE at all times
• Maintain documentation of use and disposal
• Review Safety Data Sheets (SDS) before handling
• Dispose of materials in compliance with hazardous waste laws

ASSUMPTION OF RISK AND LIABILITY

By purchasing Materials from CLEAVE Labs, purchaser acknowledges that:

• All risk associated with handling and use is assumed by the purchaser
• Purchaser has the expertise required to safely manage Materials
• Purchaser accepts full legal responsibility for compliance and usage
• Materials are provided “AS IS” without warranties beyond those stated

INDEMNIFICATION

Purchaser agrees to indemnify, defend, and hold harmless CLEAVE Labs, its officers, employees, agents, and affiliates from any claims, damages, or liabilities arising from:

• Use or misuse of Materials
• Violation of this Agreement
• Violation of laws or regulations
• Injury or damages resulting from purchaser activities

RECORD KEEPING AND AUDITING

Purchaser agrees to:

• Maintain accurate records of Materials
• Provide documentation upon request
• Maintain chain of custody records
• Report safety incidents immediately

INTELLECTUAL PROPERTY

No intellectual property rights are transferred through purchase. CLEAVE Labs retains all proprietary rights to Materials.

BREACH AND TERMINATION

CLEAVE Labs reserves the right to:

• Refuse or cancel orders
• Terminate accounts without notice
• Report violations to authorities
• Pursue legal remedies

GOVERNING LAW

This Agreement shall be governed by applicable federal laws and the laws of the State of Wyoming.

ACKNOWLEDGMENT AND ACCEPTANCE

By placing an order with CLEAVE Labs, you acknowledge that:

• You have read and understand this Agreement
• You meet all qualifications required
• You will use Materials only for permitted purposes
• You will not administer Materials to humans or animals
• You accept full legal responsibility for compliance

RELATED POLICIES

This Agreement incorporates by reference:

• Terms of Service
• Shipping, Refunds, and Returns Policy

PAYMENT TERMS

CLEAVE Labs accepts the following payment methods only:

• Bitcoin (BTC)
• Zelle
• Cash App

All payments are final. No chargebacks, reversals, or disputes will be accepted once payment is completed.

CONTACT INFORMATION

For questions regarding this Agreement, contact:
Email: [email protected]

EFFECTIVE DATE

This Agreement becomes effective immediately upon placement of any order with CLEAVE Labs.