Checkout Terms & Attestation Agreement

Effective date: July 15, 2026
Document version: 2026.07.15-1

These Checkout Terms & Attestation Agreement (the “Checkout Terms”) govern the Order being submitted through the checkout page on which they appear.

Merchant means the seller identified by its legal name or business name on the checkout page and order confirmation. Platform means PRISM HQ, operating through Woo-Com Cockpit, which provides checkout, compliance-record, and payment-technology services to Merchant. Buyer, you, and your mean both the business or institutional purchaser placing the Order and the individual completing checkout on its behalf. Order means the specific transaction shown on the checkout page.

Checkout presents one combined, unchecked, required attestation control covering all four attestations in Section 1. By affirmatively selecting that single control and then clicking the button that submits payment or places the Order, you electronically sign and agree to these Checkout Terms. You also represent that you have authority to bind Buyer.

1. Required Attestations

Your checkout record shows that you affirmatively selected the single combined required attestation control. By selecting that one control, you make all four of the following representations and warranties at once. You repeat each representation and warranty at the moment you submit the Order:

  1. Age 21 or older. The individual completing checkout is at least twenty-one (21) years old.
  2. Research-use-only purchase. Every product in the Order is being purchased solely for legitimate laboratory research and is not for human consumption.
  3. Experienced researcher. The individual completing checkout is an experienced researcher, or is acting under the direct authority and supervision of an experienced researcher, with the training, qualifications, facilities, and procedures appropriate for the materials ordered.
  4. Business-to-business transaction only. The Order is placed solely by or for a business, laboratory, academic institution, or other organizational purchaser. It is not placed for personal, family, household, or other consumer purposes.

Each attestation remains independent and material in substance, even though all four are made through one combined required selection. Merchant would not accept the Order without all four attestations.

2. Order and Payment Authorization

You authorize Merchant to initiate and complete a charge for the exact amount and currency displayed for this Order, including separately disclosed taxes, shipping charges, and fees, through the payment method and payment processor the Buyer selects at checkout. Merchant is the merchant of record for the Order.

The selected method may be processed through Merchant’s own connected Stripe account using a card, Apple Pay, Google Pay, or, if Merchant has it, Cash App Pay. Merchant may also offer another independent, licensed payment processor that it has separately connected, such as PayPal or Amazon Pay. A payment made through another such processor is processed through that processor’s own system, outside Platform’s Stripe rail. Platform does not process that payment through Stripe.

When Buyer selects Merchant’s connected Stripe account, Buyer also authorizes Platform, solely as Merchant’s checkout and payment-technology provider, to submit the charge instruction to Stripe on Merchant’s behalf. The payment is created as a direct charge on Merchant’s connected Stripe account. The payment, resulting charge, and any refund exist on Merchant’s account, and any refund is issued on that account. Platform provides checkout, compliance-record, and payment-technology services and collects the disclosed application fee. Platform never receives, holds, or takes Buyer’s gross funds.

The statement descriptor is intended to identify Merchant, subject to the descriptor, fallback, and other applicable rules of the selected payment processor and, where applicable, the card networks.

This authorization applies only to this Order. It does not authorize a subscription, recurring charge, or future charge made while you are not actively completing checkout. Any recurring or off-session payment requires a separate authorization.

If Buyer selects Merchant’s connected Stripe account, payment services may include Stripe end-user services. Buyer agrees to the applicable Stripe Consumer Terms of Service, which are incorporated by reference solely as they apply to Stripe’s services. If Buyer selects another payment processor, that processor’s applicable terms govern that processor’s own services. Nothing in these Checkout Terms changes, overrides, or conflicts with the applicable terms of the selected payment processor.

Optional saved-payment-method consent

This paragraph becomes effective only if you separately select an optional control labeled “Save my payment method for future purchases” or substantially similar language. That optional control is separate from the single combined required attestation control. By selecting the optional control, you authorize Merchant and the selected payment processor to store the payment method and make it available during later checkout sessions for purchases that you actively initiate. For a payment method processed through Merchant’s connected Stripe account, this authorization also extends to Platform and Stripe to the extent each participates in providing the saved-payment functionality. For a method processed by another processor, the saved-payment functionality is provided through that processor’s own system outside Platform’s Stripe rail. This consent does not authorize recurring or off-session charges. You may withdraw the consent by removing the saved payment method through an available account interface or by contacting Merchant; withdrawal does not affect completed transactions.

3. Refund, Return, and Cancellation Policy

Before submitting payment, you are shown a summary of Merchant’s refund, return, and cancellation policy at or near the order-submission button and are given access to the complete policy. You acknowledge that you reviewed, or had a reasonable opportunity to review, that summary and policy. The policy displayed for this Order is incorporated into these Checkout Terms.

Nothing in Merchant’s policy or these Checkout Terms limits a right that cannot lawfully be limited, and nothing waives or restricts any payment-dispute right available under applicable law, the selected payment processor’s applicable rules, or card-network rules.

4. Research-Use-Only Condition of Sale

At the point of payment, you reaffirm that all products in the Order are laboratory research materials, are purchased solely for legitimate laboratory research, and are not for human or animal consumption. You acknowledge that this representation is a condition of Merchant’s acceptance of the Order.

5. Truthfulness and Material Misrepresentation

You represent and warrant that each of the four attestations and each acknowledgment above is true. You agree that a knowing misrepresentation is a material breach, that you are liable to Merchant and Platform for resulting losses, and that this record may be used as evidence in any payment dispute.

This Section is contractual and evidentiary. It does not alter any right or obligation imposed by applicable law, the selected payment processor, an issuing bank, or a card network.

6. Evidence Capture, Retention, and Use

You consent to Merchant and Platform capturing and retaining records reasonably connected to the Order and your assent, including:

Merchant and Platform may use and disclose these records for fraud prevention, security, compliance review, contract enforcement, customer support, and payment-dispute response, including submission to the selected payment processor, including Stripe when applicable, payment networks, acquiring or issuing banks, service providers, arbitrators, courts, regulators, or law-enforcement authorities when reasonably necessary or legally required. Records will be handled under applicable privacy notices and law.

7. Responsibility, Assumption of Risk, and Limitation of Liability

Buyer is responsible for determining whether it may lawfully order, receive, possess, transport, handle, store, use, and dispose of the products and for maintaining appropriate personnel, facilities, safeguards, records, and procedures.

To the fullest extent permitted by law, Buyer assumes the risks arising from Buyer’s breach of these Checkout Terms, any untrue attestation, and Buyer’s receipt, possession, transport, handling, storage, use, misuse, or disposal of the products.

To the fullest extent permitted by law, Merchant and Platform will not be liable to Buyer for losses arising out of or relating to Buyer’s breach of these Checkout Terms, any untrue attestation, or Buyer’s receipt, possession, transport, handling, storage, use, misuse, or disposal of the products. This limitation does not apply to the extent a final decision determines that a loss was caused by Merchant’s or Platform’s gross negligence, willful misconduct, or fraud.

8. Indemnification of Merchant and Platform

To the fullest extent permitted by law, Buyer will indemnify, defend, and hold harmless Merchant, Platform, and each of their owners, officers, directors, employees, contractors, and agents from claims, losses, liabilities, assessments, fines, costs, and reasonable attorneys’ fees arising out of or relating to:

  1. Buyer’s breach of these Checkout Terms;
  2. an inaccurate or misleading attestation or representation by Buyer;
  3. Buyer’s violation of applicable law or institutional requirements; or
  4. Buyer’s receipt, possession, transport, handling, storage, use, misuse, or disposal of the products.

This indemnity does not apply to the extent a final decision determines that a loss was caused by the indemnified party’s gross negligence, willful misconduct, or fraud.

9. Contact Before Filing a Payment Dispute

For a problem with the Order, you agree to first use the Merchant support contact displayed on the checkout page, receipt, or order-confirmation page and give Merchant a reasonable opportunity to investigate and respond.

This is a customer-service commitment only. It does not limit, delay, waive, or otherwise affect any right to dispute a charge under applicable law, the selected payment processor’s applicable rules, or card-network rules.

10. Electronic Signature and Reproducible Records

You consent to transact electronically. Your selection of the single combined required attestation control and your click on the order-submission button together constitute your electronic signature. Merchant and Platform may retain and reproduce the exact version of these Checkout Terms, the checkout presentation, your single combined required attestation selection and its single associated timestamp, and the final order-submission click and its associated timestamp. You may request a copy through Merchant’s support contact shown with the Order.

The version accepted at checkout governs that Order. Later revisions do not retroactively alter the agreement for a completed Order.

11. Separate Optional SMS Consent

This Section is not part of the required purchase assent and applies only when Merchant separately presents an optional, unchecked SMS-consent box.

By separately selecting that SMS-consent box, you agree to receive order-related text messages from Merchant at the mobile number you provide. Message frequency varies. Message and data rates may apply. Reply STOP to opt out and HELP for help. Consent to receive text messages is not a condition of purchase.

12. General Terms

  1. No restriction of payment-dispute rights. Nothing in these Checkout Terms waives, limits, or delays a right available under applicable law, the selected payment processor’s applicable rules, or card-network rules.
  2. Order of precedence. Stripe’s applicable terms control Stripe’s services when Stripe is selected. The applicable terms of any other selected payment processor control that processor’s services. Merchant’s refund, return, and cancellation policy controls those subjects for the Order. These Checkout Terms control the attestations, payment authorization, evidence record, and obligations stated here.
  3. Governing law. The governing-law provision in Merchant’s posted terms of sale applies to these Checkout Terms. If Merchant has not posted one, applicable law determines the governing law without creating a contractual choice of law.
  4. Severability. If a provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will continue in effect.
  5. No implied waiver. A failure to enforce a provision once is not a waiver of future enforcement.
  6. Entire checkout agreement. These Checkout Terms, Merchant’s policy incorporated above, the Order details, and any applicable end-user terms of the selected payment processor incorporated or otherwise accepted at checkout form the complete agreement concerning checkout assent and payment for this Order.
  7. Platform as third-party beneficiary. Platform is an intended third-party beneficiary of these Checkout Terms. Platform may enforce, in its own name, each provision that names or benefits it, including the attestations, the payment authorization, the evidence provisions, the assumption of risk, the limitation of liability, and the indemnification.
  8. Survival. The attestations and representations, and the material-misrepresentation, evidence, assumption-of-risk, limitation-of-liability, indemnification, and payment-dispute provisions, survive completion of the Order, delivery of the products, and any cancellation, refund, or termination, and remain enforceable by Merchant and Platform.

Electronic acceptance statement: By selecting the single combined required attestation control, thereby making all four Section 1 representations and warranties at once, and clicking the order-submission button, Buyer confirms that it has read, understood, and agreed to this Checkout Terms & Attestation Agreement.

Document version 2026.07.15-1 · Effective July 15, 2026 · SHA-256 2e4ddebea51b3d3b77ac4940ebc5062a8cd15e86e5bbd876a5ef58bf4b999be5