RUO ProA DSCO product

Legal

Platform Subscription Agreement

This Platform Subscription Agreement (this “Agreement”) is entered into between Research Pro, LLC, a Wyoming limited liability company doing business as “RUO Pro” (“Company”), and the person or entity that accepts it (“Customer”). Customer accepts this Agreement by clicking “I agree,” creating an account, or using the Platform. If accepting for an entity, the individual represents they are authorized to bind it. Company offers a software platform for operating research-use-only brands; Customer wishes to subscribe on a self-service basis and to operate its own store; this Agreement governs that software subscription only.

Last updated September 28, 2026

1. Definitions

  • “Platform” means the RUO Pro hosted software, storefront, and related services made available to Customer under a Subscription.
  • “Subscription” means Customer’s paid plan as set out at sign-up or on an order or pricing page (the “Order”).
  • “Merchant Store” means the storefront and brand Customer operates using the Platform.
  • “Customer Data” means data Customer or its End Customers submit to the Platform, including End-Customer personal information.
  • “End Customer” means a purchaser or visitor of the Merchant Store.
  • “Platform Policies” means the Acceptable Use Policy, the RUO Merchant Compliance Policy, and the Data Processing Addendum, each as amended and each incorporated into this Agreement by reference.

2. License and Restrictions

License. Subject to this Agreement and payment of fees, Company grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the Subscription solely to operate the Merchant Store.

  • Customer shall not resell, sublicense, or make the Platform available to any third party except End Customers of the Merchant Store;
  • reverse engineer, decompile, or attempt to derive source code, except as permitted by law;
  • circumvent usage limits, security, or access controls, or overload or probe the Platform; or
  • use the Platform in violation of the Platform Policies or applicable law.

3. Subscription, Fees, and Billing

  • Fees. Customer shall pay the fees for its Subscription as stated on the Order or pricing page. Fees are exclusive of taxes, which Customer is responsible for except for Company’s income taxes.
  • Billing; Auto-Renewal. The Subscription bills in advance on its stated cadence and renews automatically for successive periods unless Customer cancels before the renewal date through the account settings (click-to-cancel). Customer authorizes Company and its payment processor to charge the payment method on file for all fees as they come due.
  • Non-Payment. Late amounts accrue interest at one and one-half percent (1.5%) per month or the maximum permitted by law, and Company may suspend the Platform while any amount is past due.
  • No Refunds. Except as expressly required by law or stated on the Order, fees are non-refundable and are not pro-rated on cancellation.

4. Customer Responsibilities; Operator of Record

  • Operator of Record. Customer is the seller and merchant of record for the Merchant Store and is solely responsible for its business, products, pricing, content, marketing, fulfilment, taxes, customer relationships, and compliance with all applicable law. Company provides software only and does not sell Customer’s products or take Customer’s customers.
  • Client-Supplied Prerequisites. Customer forms and owns its own business entity, opens its own bank account, and obtains its own payment-processor approval; Company does not do these for Customer.
  • Compliance. Customer shall comply with, and is bound by, the Platform Policies. Company may review Customer content, and may suspend, restrict, or remove content or the Merchant Store, as provided in the Acceptable Use Policy.

5. Payments; Merchant of Record

Customer remains the merchant of record for End-Customer sales. Company provides payment enablement and a processor-portable tokenized vault; Customer is responsible for chargebacks, refunds, and its processor relationship. Company is not a party to Customer’s retail sales.

6. Data

  • Ownership; License. As between the parties, Customer owns Customer Data. Customer grants Company a license to host, process, and transmit Customer Data solely to provide and support the Platform.
  • Service Provider. With respect to End-Customer personal information, Company acts as Customer’s service provider or processor under the Data Processing Addendum and applicable privacy law, processes such data only to provide the Platform, and does not sell or share it. Customer is the business or controller responsible for its own privacy notices and consumer requests.
  • Security. Company maintains commercially reasonable administrative, technical, and physical safeguards. Business data is isolated per brand and kept separate from any clinical systems, with an audit log.

7. Intellectual Property

  • Company IP. Company and its affiliates own the Platform, its software, templates, and methods. No rights are granted except the license in Section 2.
  • Customer IP. Customer owns the Merchant Store’s marks, content, and Customer Data. Customer grants Company a license to display Customer’s marks solely to operate the Platform. Feedback Customer provides may be used by Company without restriction.

8. Warranties; Disclaimer

Each party represents it has authority to enter into this Agreement.

EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND MAKES NO GUARANTEE OF UPTIME OR OF ANY SALES, REVENUE, PROFIT, OR RESULT. Company is not responsible for the acts of payment processors, advertising platforms, suppliers, or other third parties.

9. Limitation of Liability

EXCEPT FOR CUSTOMER’S INDEMNIFICATION AND PAYMENT OBLIGATIONS AND A PARTY’S FRAUD, WILLFUL MISCONDUCT, OR BREACH OF THE PLATFORM POLICIES, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND COMPANY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

Customer shall indemnify, defend, and hold harmless Company and its affiliates from all claims, losses, and expenses (including reasonable attorneys’ fees) arising out of the Merchant Store, Customer’s products, content, or marketing, Customer’s violation of the Platform Policies or law, or claims by Customer’s End Customers.

11. Term; Suspension; Termination

  • Term. This Agreement continues for the Subscription and any renewals until terminated.
  • Suspension. Company may suspend the Platform or the Merchant Store immediately for non-payment, a security risk, or a violation of the Platform Policies or law.
  • Termination. Either party may terminate for convenience effective at the end of the then-current period; Company may terminate immediately for a material or uncured breach or a Platform-Policy violation. On termination, Customer’s license ends; Company will make Customer Data available for export for thirty (30) days, after which Company may delete it. Sections 5 through 10, 12, 13, and 14 survive.

12. Track Separation (Important)

The self-service Subscription is software only. It does NOT include done-for-you services, brand build-out, advertising management, the Breakeven Assurance, any buyback or purchase right, or any earnings or income representation. The Client Services Agreement (white-glove) and its assurances do not apply to a self-service Subscription. If Customer separately engages Company’s white-glove program under a signed Client Services Agreement, that agreement governs those services; this Agreement continues to govern platform use.

13. Dispute Resolution

Arbitration. Any dispute not resolved by good-faith negotiation shall be finally resolved by binding arbitration before a single arbitrator administered by JAMS under its Comprehensive Rules, seated in Orange County, California, and governed by the Federal Arbitration Act. THE PARTIES WAIVE CLASS, CONSOLIDATED, AND REPRESENTATIVE PROCEEDINGS AND TRIAL BY JURY. For an individual-consumer claim, Company pays the JAMS fees, and either party may instead bring a qualifying claim in small-claims court. Either party may seek injunctive relief in court to protect intellectual property or Confidential Information.

Public Injunctive Relief. To the extent a claim for public injunctive relief may not be waived or arbitrated under applicable law, it may be brought in court and all other claims arbitrated and stayed.

14. General

Changes to Terms. Company may update this Agreement or the Platform Policies on notice (including in-product notice); continued use after the effective date is acceptance. Material changes to fees apply at the next renewal.

Miscellaneous. This Agreement (with the Order and the Platform Policies) is the entire agreement on its subject matter; may be assigned by Company to an affiliate or successor; is governed by the laws of Wyoming; and may be accepted electronically. Company records each acceptance, including the accepting user, version, date, and IP address. If any provision is unenforceable, the remainder remains in effect.