These Terms govern your access to and use of the SolRUO platform, a compliance and payment infrastructure service provided to qualified B2B distributors of research-use-only (RUO) compounds. You agree to these Terms in full when you (a) submit an application, (b) schedule an onboarding call, or (c) sign a SolRUO order form or engagement — whichever occurs first.
- §01
1. Eligibility and Acceptance
SolRUO is offered exclusively to verified B2B distributors of research-use-only compounds selling to qualified research counterparties under 21 CFR §201.128. You represent that you are at least 21 years of age, that your business sells research-use-only peptides or compounds, and that you have full authority to bind the entity on whose behalf you are accepting these Terms.
Scheduling an onboarding call, executing an order form, or signing on with SolRUO in any form constitutes your binding acceptance of these Terms, the Acceptable Use Policy, the Privacy Policy, and the Compliance Policy.
You may not use the platform if you, your principals, or your affiliates are subject to OFAC sanctions, debarment, or any equivalent prohibition.
- §02
2. Scope of Service
SolRUO provides compliance infrastructure software: counterparty verification gating, signed intended-use attestation capture, tamper-evident audit logging, weekly compliance scanning, and jurisdiction enforcement. SolRUO is not a bank, money services business, payment processor, law firm, or regulatory authority.
Payment processing is performed by independent third parties (such as Stripe) under their own terms. SolRUO does not guarantee approval, continued maintenance, or any minimum duration of any merchant account, connected account, or payment-processing capability.
- §03
3. No Uptime or Duration Guarantee
SolRUO does not guarantee how long you will remain live on the platform, how long your connected merchant account will remain active, or the availability of any specific feature over time. Processors may revoke merchant accounts at their sole discretion. Regulatory posture, processor policy, or platform policy may change without notice.
The platform is provided on a best-efforts basis with no service-level agreement unless expressly stated in a separately signed enterprise order form. Continued access is contingent on ongoing compliance with these Terms and third-party processor policies.
- §04
4. No Responsibility for Funds, Processor Actions, Freezes, Holds, Reserves, or Shutdowns
SolRUO does not hold, touch, custody, control, or have access to your money at any point. All funds from card transactions flow directly from the payment processor (currently Stripe) to the bank account you provide during onboarding, on the processor's schedule and under the processor's terms. SolRUO is not a bank, money transmitter, money services business, escrow agent, custodian, or fiduciary with respect to any funds.
SolRUO is not liable, financially or otherwise, for any of the following, under any theory of liability, ever:
- Any freeze, hold, reserve, delay, seizure, clawback, reversal, or forfeiture of funds by the payment processor, an acquiring bank, a card network, a receiving bank, a regulator, or any other third party.
- Any suspension, restriction, limitation, deactivation, revocation, offboarding, or shutdown of your connected merchant account, whether initiated by the processor, an acquiring bank, a card network, a regulator, or SolRUO.
- Any decision by the processor to terminate, decline, or refuse to onboard your business, at any time, for any reason or no reason.
- Any chargeback, dispute, refund, ACH return, interchange adjustment, reserve requirement, rolling reserve, or reserve release schedule imposed by the processor.
- Any outage, downtime, degradation, latency, malfunction, misrouting, or failure of the processor, its APIs, its dashboards, its payout rails, or any upstream banking partner.
- Any loss of revenue, lost sales, lost profits, lost customers, lost enterprise value, cost of substitute processing, or business interruption resulting from any of the above.
- Any tax, penalty, fine, assessment, or interest owed as a result of processor actions or funds movement.
- Any exchange-rate loss, wire fee, ACH fee, chargeback fee, or other cost imposed by the processor or a bank.
You acknowledge and agree that the payment processor is an independent third party operating under its own agreement directly with you (the connected account holder). Any dispute regarding funds, holds, reserves, payouts, chargebacks, or account status is between you and the processor. SolRUO is not a party to that relationship and has no obligation, contractual or otherwise, to recover, release, advance, replace, indemnify, insure, or reimburse any funds affected by processor action or inaction.
You further acknowledge that industries served by SolRUO carry elevated processor risk, and that account revocation, reserves, and holds are ordinary and foreseeable outcomes in this category. You accept that risk in full.
- §05
5. Account Responsibilities
You are responsible for all activity on your SolRUO account, the accuracy of information you submit, the lawful operation of your storefront, your direct relationship with the payment processor, and your independent compliance with all applicable laws, including 21 CFR §201.128 and any state-level statutes governing the sale of research compounds.
- §06
6. Fees and Payment
Standard tier pricing is 6.5% plus $0.50 per transaction processed through a SolRUO-connected storefront, deducted at settlement or billed monthly at SolRUO's discretion. This is an all-in rate that includes standard card processing; there are no separate processor fees on the Standard tier and no monthly platform fee. Enterprise pricing is negotiated independently.
All fees are non-refundable. No refunds, credits, or chargebacks are issued for onboarding fees, underwriting fees, transaction fees, monthly fees, unused portions of any term, or amounts paid in connection with an account that is later suspended, revoked, frozen, or terminated for any reason. This includes termination initiated by SolRUO, by the applicable payment processor, by an acquiring bank, by a card network, by a regulator, or by you.
- §07
7. Prohibited Conduct
You may not, and may not permit any third party to: (a) sell products labeled or marketed for human consumption through a SolRUO-connected storefront; (b) make health, therapeutic, performance, or anti-aging claims; (c) attempt to weaken, remove, or bypass the attestation, gate, disclaimer, or jurisdiction-enforcement layers; (d) onboard buyers you know or should know are not qualified research counterparties; (e) misrepresent your business to SolRUO or to your payment processor.
Violation of this section constitutes material breach and is grounds for immediate termination and reporting to your payment processor. No refunds are issued in connection with such termination.
- §08
8. Suspension and Termination
SolRUO may suspend or terminate access at any time, with or without notice, for breach of these Terms, for compliance risk, for processor revocation or request, for regulatory reasons, or for any conduct that, in our reasonable judgment, threatens the integrity of the platform or the processor relationship. Termination does not entitle you to any refund of fees previously paid and does not create any obligation on SolRUO to release, recover, or replace funds that are held, frozen, reserved, or seized by the processor.
- §09
9. Disclaimers
The platform is provided "as is" and "as available" without warranty of any kind, express or implied. SolRUO disclaims all warranties of merchantability, fitness for a particular purpose, non-infringement, uptime, continuity, availability of any specific integration, and any warranty arising from course of dealing or usage of trade.
SolRUO expressly disclaims any warranty that (a) your processor will approve, maintain, or continue your account, (b) payouts will occur on any particular schedule, (c) no reserve, hold, freeze, or reversal will occur, (d) the processor's platform or banking rails will be uninterrupted or error-free, or (e) any funds owed to you will ever be released once held by the processor or a bank.
- §10
10. Limitation of Liability
To the maximum extent permitted by law, SolRUO's aggregate liability for any claim arising out of or relating to these Terms, the platform, or any funds movement shall not exceed the fees you paid to SolRUO in the three (3) months preceding the event giving rise to the claim. This cap applies regardless of the theory of liability, whether contract, tort, statute, indemnity, or otherwise.
SolRUO is not liable, under any circumstances, for any funds held, frozen, reserved, delayed, seized, clawed back, reversed, or forfeited by any payment processor, acquiring bank, card network, receiving bank, or regulator, nor for any consequence of any processor suspension, restriction, offboarding, or shutdown of your connected merchant account. You expressly waive any claim against SolRUO arising from any of the foregoing.
SolRUO is not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost customers, cost of substitute processing, business interruption, reputational harm, or loss of processor relationship, even if advised of the possibility of such damages.
Some jurisdictions do not allow certain limitations; in those jurisdictions, SolRUO's liability is limited to the smallest amount permitted by law.
- §11
11. Indemnification
You will indemnify, defend, and hold harmless SolRUO and its officers, directors, employees, and agents from any claim, loss, or expense (including reasonable attorneys' fees) arising from your use of the platform, your storefront content, your products, your relationships with buyers, your relationship with the payment processor, or your breach of these Terms.
- §12
12. Attestation and Record of Agreement
Every applicant expressly attests, at the time of application, that they are over 21, that their business sells research-use-only peptides or compounds, and that they agree to these Terms. SolRUO records the exact wording of that attestation, the timestamp, the IP address, the browser user-agent, and a signature hash into a tamper-evident audit record. That record constitutes conclusive proof of your acceptance of these Terms and may be produced in any dispute, arbitration, or processor review.
- §13
13. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware. You waive any right to a jury trial or to participate in a class or representative action.
- §14
14. Contact and Changes
All notices, questions, and requests under these Terms must be sent to info@solruo.com. This is the single contact address for SolRUO.
SolRUO may amend these Terms by posting an updated version with a revised effective date. Material changes will be communicated to the email on file at least 14 days before they take effect. Continued use after the effective date constitutes acceptance.