Effective date: 21st July 2026
Service provider: Verares Labs Inc.

4. Supplier Agreement

4.1 Agreement, acceptance, and order of precedence

This Supplier Agreement is a binding agreement between Verares Labs Inc., doing business as Res Labs and operating ObjectOS (“Res Labs”), and the person or entity approved to use a Supplier account (“Supplier”). It governs Supplier’s access to the Supplier dashboard, purchase and use of NFC Tags, submission of batches and COAs, activation of Tags, use of Verification Records and Res Labs marks, and participation in the Res Labs supplier program.

Supplier accepts this Agreement by clicking to accept it, accepting an invitation, accessing a Supplier account, placing an order, paying an invoice, receiving or using Tags, submitting a batch or COA, or activating a Tag. The person accepting represents that the person has authority to bind Supplier.

The Terms of Service, Privacy Policy, and Acceptable Use and Verification Disclaimer are incorporated into this Agreement. If documents conflict, the following order controls for the conflicting subject: a written Order Form signed by Res Labs; this Supplier Agreement; the Terms of Service; the Acceptable Use and Verification Disclaimer; and ordinary website or marketing copy. A purchase order issued by Supplier is for administrative convenience only. Any additional or conflicting purchase-order term is rejected unless Res Labs expressly signs it.

4.2 Nature of the relationship and Services

Res Labs supplies and operates authentication and provenance infrastructure. Res Labs may provision and ship NFC Tags, maintain a Tag-to-batch registry, host Supplier tools and public verification pages, validate Lab-domain COA sources, calculate document hashes, pin files or metadata to IPFS, anchor integrity evidence, record tap events, display current statuses, and investigate suspected misuse.

Res Labs does not manufacture, formulate, compound, test, package, sell, market, import, export, warehouse, fulfill, or ship Supplier’s Research Materials. Supplier is the sole manufacturer, merchant, seller of record, distributor, importer, exporter, and fulfiller, as applicable. Res Labs is not a party to any sale between Supplier and a customer and does not receive or hold payment for Research Materials.

Supplier and Res Labs are independent contractors. Neither may bind the other, incur obligations for the other, or represent that an agency, partnership, joint venture, franchise, fiduciary, employment, certification, pharmacy, healthcare, or laboratory relationship exists. The program is non-exclusive.

4.3 Invite-only access, vetting, and continuing eligibility

Supplier access is discretionary, invite-only, and revocable. Res Labs may request business information, product categories, countries served, fulfillment locations, Lab relationships, licenses, insurance evidence, policies, references, or other diligence materials. Supplier must provide complete, accurate, current information and promptly update it.

Approval, continued access, manual review, or a “vetted” status is an internal platform decision. It is not an endorsement, certification, legal opinion, warranty, or representation to Supplier or Buyers. Res Labs may approve, reject, condition, suspend, or withdraw access for any lawful reason, including product risk, legal uncertainty, security concerns, misleading claims, customer complaints, Lab concerns, jurisdictional exposure, capacity, or reputational risk.

Supplier represents throughout the term that it:

is duly organized, validly existing, and authorized to conduct its business where required;
has authority, personnel, facilities, policies, and resources appropriate for its activities;
is not subject to a prohibition, debarment, sanction, injunction, or other restriction that would make participation unlawful;
will obtain and maintain all registrations, licenses, permits, approvals, tax accounts, export or import authorizations, and professional oversight required for its business;
will not provide false, misleading, forged, incomplete, or materially stale diligence information; and
will promptly disclose a material investigation, warning letter, seizure, recall, suspension, license action, criminal matter, civil enforcement action, or other event relevant to the program.

4.4 Supplier’s legal and regulatory responsibility; no Res Labs KYC

Supplier is solely responsible for identifying and complying with every law, regulation, code, standard, permit, sanction, export control, import restriction, consumer-protection requirement, labeling rule, product-safety duty, hazardous-material rule, tax obligation, and contractual requirement applicable to its Research Materials, customers, locations, communications, and shipments.

Res Labs does not perform customer identity verification, age verification, professional-license verification, end-use screening, sanctions screening, or know-your-customer checks for persons who open a public verification page. Supplier may not treat the absence of a Res Labs check as permission to sell or ship. Supplier must implement its own risk-based customer, age, identity, licensing, destination, sanctions, and end-use controls where required or reasonably appropriate for the material and transaction.

Supplier will not list Res Labs as the seller, merchant, manufacturer, Lab, importer, exporter, shipper, consignee, customs declarant, responsible person, establishment, sponsor, prescriber, dispenser, or party responsible for a Research Material. Supplier will not use a Res Labs address, tax number, account, carrier contract, or identity for its fulfillment unless a separate signed agreement expressly permits it.

4.5 Research use only and prohibited product positioning

Supplier may use the Services only for Research Materials genuinely intended and marketed solely for legitimate laboratory research or analytical use. Supplier will not use the Services for any material or transaction that is unlawful in the place of manufacture, offer, sale, possession, export, import, delivery, or intended use.

Without a separate written regulated-use addendum signed by Res Labs, Supplier will not use the Services for:

human or veterinary drugs, prescription products, compounded preparations, clinical supplies, or active pharmaceutical ingredients marketed or supplied for administration;
products promoted for ingestion, injection, inhalation, implantation, topical administration, diagnosis, treatment, mitigation, prevention, weight loss, bodybuilding, fertility, anti-aging, cosmetic alteration, or wellness use;
controlled substances, prohibited precursors, scheduled chemicals, or controlled-substance analogues intended for human consumption;
misbranded, adulterated, counterfeit, diverted, stolen, recalled, unauthorized, or illegally imported products;
products whose customer-facing presentation, instructions, testimonials, bundled supplies, social media, search marketing, or sales patterns indicate intended human or animal use; or
a product, compound, jurisdiction, customer class, or use that Res Labs has excluded or restricted.

Supplier will not give or publish dosing, cycling, reconstitution-for-administration, injection, route-of-use, therapeutic, diagnostic, efficacy, or medical-safety instructions in connection with a Res Labs-verified product. Supplier will not use “research use only,” “not for human consumption,” or similar words as a pretext while targeting or knowingly serving prohibited use.

Supplier must ensure that its personnel, affiliates, distributors, resellers, marketing partners, influencers, and contractors comply with this Section. Actual intended use and surrounding conduct control over labels or disclaimers.

4.6 Supplier account and authorized users

Supplier must maintain accurate account, business, contact, shipping, product, and wallet information. Supplier is responsible for every act and omission through its account, including activity by employees, contractors, and any person who obtains its credentials.

Supplier will:

limit access to personnel with a legitimate need;
use unique credentials and multi-factor authentication where offered;
not share an individual login or permit access by an unapproved organization;
promptly remove access when a person’s role ends;
protect email accounts, devices, sessions, credentials, shipment records, and Tag inventory;
notify Res Labs at info@reslabs.ai within twenty-four hours after discovering suspected unauthorized access, credential compromise, data breach, lost or stolen Tags, or misuse; and
cooperate in containment, investigation, remediation, and legally required notices.

Res Labs may rely on instructions and submissions made through Supplier’s authenticated account until Res Labs receives and acts on a compromise notice.

4.7 Tag orders, pricing, payment, and taxes

Tag prices, minimum quantities, volume tiers, setup or personalization charges, shipping charges, and other fees are those shown in the applicable checkout, quote, invoice, or signed Order Form when Supplier orders. Res Labs may change future pricing at any time. A price change does not alter an accepted Order unless the Order expressly permits adjustment.

Unless an Order Form states otherwise:

payment is due when the order is placed;
invoiced amounts are due within fifteen days after invoice date;
fees are stated exclusive of sales, use, value-added, goods-and-services, excise, customs, import, withholding, and similar taxes;
Supplier will pay all taxes and duties other than taxes on Res Labs’ net income;
Supplier may withhold only when legally required and must provide official evidence and cooperate in reducing the withholding;
overdue undisputed amounts accrue interest at the lesser of one and one-half percent per month or the maximum lawful rate, plus reasonable collection costs; and
Res Labs may suspend ordering, allocation, shipment, activation, or verification services for overdue amounts.

Supplier must dispute an invoice in writing within ten days after receipt and pay all undisputed portions when due. Personalized, allocated, provisioned, or shipped Tags are non-cancellable and non-returnable except under Section 4.9.

4.8 Tag shipment, title, risk of loss, and delivery

Res Labs will ship Tags to the fulfillment address in Supplier’s account or Order. Supplier is responsible for confirming that the address, recipient, import eligibility, and delivery instructions are correct.

Unless a signed Order Form states otherwise:

title to paid Tags passes to Supplier upon delivery to the carrier;
risk of loss, theft, damage, delay, seizure, customs hold, or non-delivery passes to Supplier when Res Labs tenders the shipment to the carrier;
delivery dates are estimates, not guarantees;
Supplier is responsible for customs clearance, duties, import documentation, carrier charges, and destination restrictions; and
Res Labs may use partial shipments or substitute a technically equivalent Tag form factor that does not materially reduce the ordered authentication function.

Res Labs will provide available tracking information. At Supplier’s request and expense, Res Labs may reasonably assist with a carrier claim, but Res Labs is not responsible for carrier performance. Supplier should maintain appropriate transit insurance.

4.9 Inspection, limited Tag defect remedy, and damaged-Tag policy

Supplier must inspect each shipment promptly and reconcile physical Tags against the shipment manifest. Supplier must report quantity discrepancies, visibly damaged shipments, or incorrect UIDs within ten calendar days after delivery.

Res Labs warrants for thirty days after delivery that an unused Tag supplied by Res Labs will materially conform to the applicable provisioning specification when stored, handled, applied, and read according to Res Labs instructions. This limited warranty does not cover:

ordinary cosmetic variation;
phone, reader, browser, operating-system, network, or placement incompatibility;
damage caused by Supplier, a carrier after risk passed, moisture, temperature, chemicals, abrasion, bending, static, metal interference, improper storage, improper application, removal, relabeling, or attempted rework;
a Tag applied to a vial, cap, label, box, or surface contrary to instructions;
a Tag that has been activated, shipped to a Buyer, modified, reverse engineered, or used outside the approved batch; or
failure caused by third-party systems or a change outside the Tag itself.

Supplier’s exclusive remedy for a covered defect is, at Res Labs’ option, replacement of the affected unused Tag or a credit equal to its purchase price. Supplier must provide the UID, lot, images, storage and application details, and other evidence reasonably requested, and must return or destroy the Tag as directed.

Application damage is not a manufacturing defect. As a discretionary pilot accommodation, Res Labs may replace damaged, unused Tags up to five percent of the Tags allocated to a batch when Supplier reports the damage before activation, provides evidence, and follows the replacement process. Additional replacements may be charged at the then-current price. This accommodation may be changed or withdrawn and does not create a continuing warranty.

4.10 Tag custody, inventory, and restrictions

Tags are security-controlled inventory, not generic labels. Supplier must maintain reasonable physical and logical controls from receipt through application and must reconcile Tags by UID.

Supplier will not:

resell, sublicense, lend, transfer, donate, or distribute unapplied Tags;
move a Tag from its assigned batch to another batch, product, Supplier, or organization;
use more Tags than the declared and approved vial count;
retain or divert excess Tags for future products;
reuse a Tag from a returned, discarded, recalled, refilled, or repackaged vial;
apply a Tag to a test sample, display unit, advertisement, empty vial, or nonconforming product unless the applicable record clearly authorizes that use;
detach, transplant, overlay, reprogram, emulate, clone, probe, reverse engineer, or attempt to extract keys from a Tag;
share or publish provisioning secrets, manifests, internal UID lists, unused tap URLs, signatures, or activation credentials; or
permit a third party to apply or hold Tags unless Res Labs has approved the arrangement and Supplier remains fully responsible.

Supplier must notify Res Labs within twenty-four hours of loss, theft, unexplained inventory variance, suspected diversion, or unauthorized use. Res Labs may revoke affected Tags, require an inventory audit, or suspend further shipments.

4.11 Batch creation and Supplier data

For each batch, Supplier must provide accurate and complete information requested by the Services, which may include the compound or product name, unique batch code, declared vial count, production date, fulfillment location, Lab, COA source, result, batch photo, and notes.

Supplier represents and warrants that:

the batch code uniquely identifies one Supplier batch and is not reused in a misleading way;
the displayed product name and other attributes accurately describe the batch as Supplier represents it to customers;
the declared vial count is complete and does not understate the number of units that will carry the record;
one batch record does not conceal multiple materially different production lots, sources, formulations, concentrations, or products;
a batch photo is current, depicts the approved batch packaging, and is not edited to hide a material difference;
Supplier has all rights and permissions needed for the information and images; and
Supplier will promptly correct an error before Tags are activated and immediately report an error discovered afterward.

Res Labs may reject a batch, require clarification, limit the number of Tags, or require a new batch code or new COA. Allocation of Tags does not approve the batch or Supplier’s claims.

4.12 COA submission and Supplier’s strict responsibility

Supplier is solely responsible for every COA it submits, selects, uploads, links, or associates with a batch. Supplier represents and warrants for each COA that:

it is an authentic, complete, unaltered document issued by the identified third-party Lab;
the public URL is the official Lab-controlled source and matches the Lab selected for the batch;
any directly uploaded fallback is an exact copy obtained from the Lab, not a recreation, screenshot, transcription, or edited file;
the Lab tested samples that Supplier truthfully represented as originating from the displayed batch;
Supplier maintained and can document a commercially reasonable chain of custody from the batch to the submitted sample;
Supplier did not select, substitute, spike, dilute, contaminate, relabel, or otherwise manipulate the test sample to make it unrepresentative;
the COA’s batch, sample, product, dates, methods, results, units, pages, signatures, qualifications, and addenda have not been omitted, altered, or misdescribed;
Supplier accurately selected Pass, Fail, Retest, or any other summary status and did not suppress an adverse result;
the COA has not expired, been superseded, corrected, voided, withdrawn, recalled, or disclaimed by the Lab, except as clearly disclosed in the current record;
the Lab had authority to issue and publicly host the COA and to permit the uses contemplated by this Agreement;
the test panel is not described more broadly than the tests actually reported; and
Supplier will not claim that a test of one or more samples proves the contents of every vial.

Supplier acknowledges that Res Labs’ domain validation, file retrieval, hashing, pinning, anchoring, or display does not verify these warranties. Supplier bears the risk that a genuine Lab document is scientifically inaccurate, insufficient, or unrelated to the vial in a Buyer’s hand.

Supplier must notify Res Labs at info@reslabs.ai within twenty-four hours after learning of a COA error, Lab correction, investigation, compromised source, sample concern, failed or conflicting retest, batch problem, or reason the record may be misleading. Supplier must not wait for Res Labs to detect the issue.

4.13 Lab selection and accreditation claims

Supplier may submit only COAs from Labs and domains approved in the Services for the relevant program. Res Labs may add, remove, suspend, or condition a Lab or domain at any time. Approval of a domain confirms only that Res Labs accepted it as a source for platform purposes; it is not a guarantee of the Lab’s competence, independence, solvency, accreditation, methods, or conclusions.

Supplier is responsible for selecting appropriate tests, methods, matrices, detection limits, sample quantities, and Labs for Supplier’s product and legal obligations. Supplier must independently verify any accreditation, license, scope, location, and current status it claims. Supplier will not state that Res Labs accredited, appointed, audited, or endorsed a Lab.

Res Labs may contact the Lab to confirm a document, source, correction, status, or concern and may disclose relevant Supplier, batch, sample, and report information for that purpose. Supplier authorizes those communications and will obtain any permissions necessary from the Lab.

4.14 COA retrieval, hashing, IPFS, and blockchain records

Supplier authorizes Res Labs and its providers to retrieve the submitted COA, process it transiently, calculate one or more cryptographic hashes, create previews or machine-readable metadata, pin the file or related content to IPFS, and anchor hashes or related evidence to a blockchain or other public ledger. Supplier also authorizes public display of the canonical Lab URL, COA link, hash, content identifier, anchor transaction, batch metadata, Lab information, current status, and other provenance evidence selected for a verification page.

Supplier understands and agrees that:

a COA or metadata placed on public IPFS may be retrievable by anyone who has the content identifier and may be copied or retained by third parties;
a blockchain transaction and its associated public data may be effectively permanent and outside Res Labs’ unilateral control;
stopping Res Labs’ own pin, link, or display may not erase copies held by gateways, nodes, archives, search engines, Labs, Suppliers, Buyers, or blockchain participants;
a correction or recall may be recorded as a new current status while the historical hash or transaction remains visible;
a content identifier or hash proves content correspondence, not scientific accuracy or physical-vial contents; and
Res Labs does not guarantee perpetual IPFS availability, blockchain operation, gateway access, finality, transaction cost, or explorer availability.

Supplier will not submit confidential, personal, patient, medical, trade-secret, export-controlled, or legally restricted information in a COA or batch field intended for public display. Supplier must redact such information at the Lab-source level only where lawful and without making the COA misleading.

4.15 Tag application and activation

Supplier is solely responsible for physically applying each Tag to the correct vial and activating it against the correct batch. Supplier will follow current placement, surface-preparation, storage, handling, and activation instructions, including avoiding placement that materially interferes with NFC reading.

Supplier represents and warrants that:

it will apply exactly one assigned Tag to exactly one conforming vial from the assigned batch;
it will verify the UID or activation result before the vial leaves Supplier’s control;
it will not activate a Tag before application or activate one Tag while presenting another vial;
it will investigate and correct any mismatch, duplicate, failed activation, inventory variance, or unexpected UID;
it will not ship a vial represented as Res Labs verified unless the live record shows the intended active status;
it will not conceal a damaged, missing, overlaid, transplanted, or unreadable Tag; and
its application records will identify the personnel, date, batch, and relevant exception or damage report.

Activation records that show a successful tap do not relieve Supplier of physical quality control. Res Labs does not witness application and is entitled to rely on Supplier’s activation as a representation that the correct Tag was applied to the correct batch vial.

4.16 Supplier is solely responsible for manufacture, sale, and fulfillment

Supplier has exclusive responsibility for every Research Material and transaction, including:

sourcing, synthesis, manufacture, formulation, quality systems, contamination controls, fill and finish, packaging, storage, stability, and release;
legal classification of each material and intended use;
product descriptions, claims, labeling, warnings, safety data sheets, hazard communication, certificates, and instructions;
customer eligibility, age, identity, professional status, end use, sanctions, destination, and fraud screening;
pricing, checkout, payment processing, taxes, refunds, returns, chargebacks, complaints, customer service, and records;
packaging, cold chain, hazardous-material compliance, carrier selection, insurance, customs, import, export, and delivery;
reseller, distributor, affiliate, marketplace, advertising, and influencer conduct;
reporting, corrective action, customer notice, withdrawal, recall, destruction, and regulator communications;
injury, exposure, environmental release, property damage, and product-liability response; and
compliance with Supplier’s own terms, policies, warranties, and promises.

Supplier will not route a sale, payment, shipment, customer complaint, refund request, or product-liability matter to Res Labs as though Res Labs were the seller. Supplier must maintain a functional support channel and respond promptly to Buyer and Lab concerns.

4.17 Supplier customer terms, notices, and recall capability

Before or at sale, Supplier must make available clear, enforceable terms that identify Supplier as seller of record and address lawful use, research-use limitations, shipping, returns, refunds, risk, privacy, and contact information. Supplier must not copy Res Labs’ policies in a way that makes Res Labs a party to Supplier’s sale.

Supplier must display, in a reasonably prominent manner near any Res Labs verification claim:

that Res Labs authenticates the Tag and record, not the vial’s chemical contents;
that the COA is issued by a third-party Lab;
that a verified status is not a safety, purity, or suitability warranty; and
the research-use-only restriction.

Supplier must maintain records and contact capability sufficient to identify and notify affected direct customers for a correction, withdrawal, or recall where required. Supplier is responsible for all recall strategy, regulator notification, customer communication, refund or replacement, retrieval, disposal, and cost. A Res Labs warning page is supplemental and does not satisfy Supplier’s recall duties.

4.18 Marketing, verification claims, and Res Labs marks

Subject to this Agreement and current brand guidelines, Res Labs grants Supplier a limited, non-exclusive, non-transferable, revocable license during the term to use approved Res Labs names, logos, badges, and live verification links solely to identify Supplier’s participation and current active records.

Supplier may accurately state, for an active record:

“This vial carries a Res Labs NFC authentication Tag.”
“The Tag cryptographically links to the displayed Supplier batch record and third-party Lab COA.”
“The official COA is available on the named Lab’s domain.”
“Document integrity evidence is recorded through the methods shown on the verification page.”

Supplier may not state or imply:

“Res Labs verified the contents, identity, purity, potency, concentration, sterility, safety, or legality of this vial.”
“Res Labs tested, certified, approved, endorsed, or guaranteed this product, Supplier, or Lab.”
“Every vial was lab tested.”
“Pharmaceutical grade,” “human grade,” “medical grade,” “safe for injection,” “safe for consumption,” or another regulated or safety claim based on Res Labs verification.
“Physically impossible to clone,” “cannot be faked,” “counterfeit-proof,” “tamper-proof,” “permanent,” “100% secure,” or another absolute security claim.
That a Lab-domain match proves the COA’s scientific correctness or the vial’s contents.
That a blockchain, hash, or IPFS record validates chemical composition.
That Supplier has a partnership, exclusivity, sponsorship, accreditation, or approval not expressly documented in writing.

Supplier must not alter a badge, status, disclaimer, QR or NFC destination, live link, date, Lab identity, or warning. Supplier must stop using a mark or claim immediately when Res Labs requests, when a record is no longer active, or when the Agreement ends. Res Labs may require correction or removal of advertising, listings, packaging, social content, or search marketing that creates confusion or risk.

4.19 Tap analytics, Buyer data, and privacy obligations

Res Labs may make limited tap analytics available to Supplier, such as counts, timestamps, countries, optional approximate cities, device categories, or anomaly flags. Supplier may use such data only to manage its Res Labs program, investigate counterfeiting, protect customers, respond to recalls, secure its products, and produce lawful aggregated internal analytics.

Supplier will not:

attempt to identify a Buyer from tap data;
combine tap data with orders, advertising identifiers, data brokers, device fingerprints, or other datasets to reidentify, profile, target, or contact a person;
use tap data for behavioral advertising, price discrimination, employment, credit, insurance, medical, or eligibility decisions;
disclose non-public tap data except to personnel and providers with a need to know and equivalent protections;
retain or export data longer than reasonably necessary for the permitted purpose; or
represent that Buyer taps are anonymous if Supplier can reasonably link them to a person.

Supplier is an independent controller or business for personal information it collects in its own sales, support, website, and fulfillment activities. Supplier must provide its own legally sufficient privacy notice, honor applicable rights, maintain security, and enter required agreements with its providers. Where Res Labs processes personal information solely on Supplier’s documented instructions in a manner that legally requires a data-processing addendum, the parties will execute Res Labs’ then-current addendum.

Supplier must not submit personal, medical, patient, or customer information into public batch, COA, photo, blockchain, or IPFS fields. Supplier bears all responsibility for obtaining lawful rights, notices, and consents for Content it provides.

4.20 Records, audit, and cooperation

Supplier must maintain complete, accurate, and auditable records for at least seven years after the later of batch activation, last sale, recall closure, or the longer period required by law. Records must include, as applicable:

manufacturing and batch identity records;
declared and actual vial counts;
sample selection and chain of custody;
Lab orders, communications, invoices, raw or final reports available to Supplier, corrections, and COAs;
Tag receipt, custody, damage, application, activation, shipment, return, destruction, and exception logs;
product labels, claims, marketing, customer terms, and research-use notices;
customer and shipment records necessary for compliance and recalls;
complaints, suspected counterfeits, adverse information, investigations, corrective actions, and regulator communications; and
licenses, insurance, policies, training, and diligence materials.

On reasonable notice, Res Labs may review records and controls relevant to the program, remotely or on site, no more than once annually in the ordinary course. Res Labs may conduct an immediate or additional review after a security incident, recall, material complaint, Lab concern, inventory discrepancy, suspected violation, or regulator inquiry. Res Labs will limit an audit to reasonably relevant information and protect Supplier Confidential Information under Section 4.25.

Supplier will cooperate, provide truthful responses, preserve evidence, facilitate relevant Lab confirmation, and remediate findings within the period Res Labs specifies. Refusal, delay, obstruction, falsification, or material control failure is grounds for suspension and revocation. Res Labs may use test purchases, public-source review, technical monitoring, and Tag analytics to assess compliance.

4.21 Security and incident response

Supplier must maintain administrative, technical, and physical safeguards appropriate to its account, Tags, batch data, customer information, and business. At a minimum, Supplier will control access, train personnel, secure devices and email, protect Tag inventory, use supported software, apply security updates, preserve logs, and maintain an incident-response process.

Supplier must notify Res Labs at info@reslabs.ai within twenty-four hours after actual or suspected:

compromise of a Supplier account, email, device, API credential, session, or authentication factor;
loss, theft, diversion, unexplained variance, cloning, transplant, or unauthorized use of a Tag;
disclosure of internal UID manifests, unused authentication URLs, provisioning information, or non-public tap data;
breach involving Res Labs data or Buyer information;
compromise of a Lab source, COA, batch record, domain, or Supplier website that could mislead a Buyer; or
event reasonably likely to require a recall, warning, regulator notice, or public response.

The notice must describe known facts, affected records, timing, containment, and a responsible contact. Supplier will provide updates, preserve evidence, take containment and remediation steps, and not make a statement on Res Labs’ behalf. Supplier is responsible for legally required notices arising from Supplier’s systems or conduct. Res Labs may independently notify affected parties or authorities where lawful and reasonably necessary to protect the Services or third parties.

4.22 Corrections, recalls, suspension, and revocation

Supplier must immediately stop sales and verification marketing for an affected batch when it learns of a material quality, identity, COA, custody, labeling, legal, or safety concern. Supplier must promptly determine and execute legally adequate corrective action, customer notice, withdrawal, or recall.

Res Labs may, with or without prior notice:

mark a record pending, disputed, corrected, replaced, recalled, inactive, or revoked;
disable one or more Tags, links, badges, accounts, batches, APIs, or ordering functions;
hide product details or display a warning;
preserve and disclose relevant audit evidence;
contact the Lab, Supplier’s service providers, Buyers who voluntarily supplied contact information, regulators, or law enforcement; and
require Supplier to provide a correction, recall plan, customer notice, refund, replacement, destruction evidence, or public statement.

Grounds include a Supplier request, Lab correction or withdrawal, invalid or mismatched COA, suspected sample substitution, Tag diversion, misleading marketing, customer harm, security compromise, abnormal scan patterns, legal concern, nonpayment, inactivity, breach, or a reasonable need to protect third parties or the integrity of the program.

Supplier acknowledges that revocation may occur before facts are finally adjudicated. Res Labs has no duty to keep a record active while investigating. Supplier bears all costs of product correction, recall, refunds, replacement, logistics, communication, testing, and reputational response. Fees for used, allocated, activated, revoked, recalled, or personalized Tags are non-refundable unless Res Labs expressly agrees otherwise.

A historical IPFS copy, hash, or blockchain anchor may remain after revocation. Supplier may not use that historical evidence to imply current approval or override a warning.

4.23 Service operation, changes, and pilot risk

The program may include pre-release, pilot, beta, manual, or experimental features. Res Labs may change workflows, supported devices, verification logic, risk thresholds, providers, domains, APIs, storage methods, blockchains, status names, pricing, limits, and documentation. Res Labs may discontinue a feature or the program.

Res Labs does not guarantee uninterrupted availability, tap success on every phone or vial configuration, delivery by a particular date, COA retrieval, IPFS persistence, blockchain anchoring, anomaly detection, warning accuracy, or prevention of every counterfeit. Supplier must maintain business-continuity procedures that do not depend on Res Labs as the sole source of quality, safety, customer, or recall information.

Res Labs may perform maintenance, reject traffic, impose rate limits, or suspend service for security, legal, operational, or provider reasons. Supplier is responsible for checking current record status before making a verification claim.

4.24 Future APIs, wallet addresses, and revenue-share features

Supplier may provide a blockchain wallet address for attribution or future payment features. Supplier represents that it controls or is authorized to use the address and is responsible for its accuracy, security, tax treatment, sanctions compliance, and any loss caused by an incorrect address or compromised key.

No wallet field, test transaction, roadmap statement, interface, pilot communication, or course of dealing creates a right to a token, stablecoin, rebate, commission, Lab revenue share, Supplier revenue share, or other payment. Any paid verification API, on-chain payment, Tempo USDC distribution, or revenue-share arrangement requires separate written commercial terms. Res Labs may change or abandon a planned feature without liability.

4.25 Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood as confidential, including security architecture, keys, unpublished pricing, business plans, customer or Supplier records, Tag manifests, audit findings, and technical information. It excludes information that the receiving party can document was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without duty, or is independently developed without use of the disclosing party’s information.

The receiving party will:

use Confidential Information only to perform or exercise rights under this Agreement;
protect it with at least reasonable care and no less care than it uses for similar information;
disclose it only to personnel, affiliates, advisers, and providers with a need to know and confidentiality obligations; and
promptly notify the disclosing party of unauthorized access or disclosure.

A party may disclose information when legally compelled after giving advance notice where lawful and reasonable assistance at the disclosing party’s expense. Res Labs may disclose Supplier information as permitted by the Privacy Policy, to operate public Verification Records, to verify a COA with a Lab, to investigate or enforce, or in a corporate transaction.

Supplier Content intentionally submitted for public display, public COAs and Lab data, live verification information, and public blockchain or IPFS records are not Supplier Confidential Information. Confidentiality obligations continue for three years after disclosure, except that trade-secret and security-key obligations continue as long as the information remains protected by law or sensitive.

4.26 Supplier Content, licenses, and intellectual property

Supplier retains ownership of Supplier Content it lawfully owns. Supplier grants Res Labs and its affiliates and providers the licenses stated in the Terms, including the right to host, retrieve, copy, hash, parse, analyze, archive, pin, anchor, display, distribute, and use Supplier Content to operate, secure, improve, document, and enforce the program.

Supplier represents and warrants that it has all rights, permissions, and lawful bases necessary for Res Labs’ use and public display of Supplier names, logos, product names, batch photos, COAs, Lab information, URLs, and other Content. Supplier will not submit material that infringes intellectual property, confidentiality, privacy, publicity, database, contractual, or other rights.

Res Labs and its licensors own the Services, software, designs, databases, Tags’ platform configuration, verification logic, marks, documentation, and improvements. Except for the limited license expressly granted, Supplier receives no ownership or implied license. Supplier will not copy, modify, create derivative works from, sell, sublicense, reverse engineer, or use Res Labs intellectual property to build or benchmark a competing authentication service except where law gives a non-waivable right.

4.27 Insurance

During the term and for at least two years after the last sale of a Res Labs-tagged Research Material, Supplier will maintain insurance appropriate to its business and risks, including commercial general liability and product liability coverage of at least one million U.S. dollars per occurrence and two million U.S. dollars in the aggregate, or the local-currency equivalent, and any workers’ compensation, cyber, cargo, professional, hazardous-material, or product-recall coverage reasonably appropriate or legally required.

Upon request, Supplier will provide certificates of insurance and will name Res Labs and its affiliates as additional insureds on product and commercial general liability policies where commercially available. Insurance does not limit Supplier’s liability or indemnity obligations.

4.28 Term, suspension, and termination

This Agreement begins when Supplier first accepts it and continues until terminated. Supplier may terminate by giving thirty days’ written notice and ceasing use, subject to outstanding Orders, payment duties, recalls, and surviving obligations.

Res Labs may suspend or terminate this Agreement, an account, a feature, an Order, or Supplier’s participation:

immediately for breach, suspected fraud, security risk, unlawful conduct, misleading claims, product risk, Lab concern, nonpayment, sanctions exposure, regulator request, or protection of third parties;
upon notice if Supplier fails to cure another breach within ten days after notice; or
for convenience on thirty days’ notice.

Res Labs may act immediately without a cure period where delay could create risk or impair investigation. Suspension does not waive payment, recall, cooperation, or compliance duties.

4.29 Effect of termination

Upon termination or expiration:

Supplier’s licenses and access rights end;
Supplier must stop ordering, activating, and using Res Labs marks and must remove claims as directed;
Res Labs may revoke or maintain previously activated records based on record integrity, Buyer protection, law, and the reason for termination;
Supplier must return, destroy, or permit revocation of unused Tags as Res Labs directs and provide certification;
all accrued fees and other amounts become due;
Res Labs may retain records under the Privacy Policy, for audit, security, recall, legal, and evidentiary purposes; and
provisions that by nature should survive will survive, including payment, confidentiality, public-record licenses, audit, records, recalls, disclaimers, indemnity, liability limits, dispute resolution, and miscellaneous terms.

Termination does not erase public IPFS or blockchain data or release Supplier from responsibility for Research Materials sold before termination.

4.30 Supplier warranties and Res Labs disclaimer

Supplier represents, warrants, and covenants that its business, Research Materials, batches, samples, COAs, Content, Tag handling, sales, marketing, fulfillment, customer controls, and use of the Services comply with this Agreement and law; are not fraudulent, misleading, adulterated, misbranded, counterfeit, diverted, or infringing; and will not cause Res Labs to make a false or unlawful statement.

EXCEPT FOR THE LIMITED UNUSED-TAG WARRANTY IN SECTION 4.9, THE SERVICES, TAGS, VERIFICATION RECORDS, SOFTWARE, DASHBOARDS, APIS, ARCHIVES, HASHES, BLOCKCHAIN RECORDS, ANALYTICS, AND SUPPORT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, RES LABS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, QUIET ENJOYMENT, COURSE OF DEALING, AND USAGE OF TRADE.

RES LABS DOES NOT WARRANT THAT A TAG CANNOT BE CLONED, MOVED, STOLEN, MISAPPLIED, OR DEFEATED; THAT TAMPERING WILL ALWAYS BE DETECTED; THAT A COA, LAB, SUPPLIER, SAMPLE, BATCH, OR VIAL IS AUTHENTIC OR ACCURATE; THAT ANY RESEARCH MATERIAL IS SAFE OR LAWFUL; OR THAT THE SERVICES WILL PREVENT COUNTERFEITING, LOSS, INJURY, RECALL, OR REGULATORY ACTION.

No oral statement, sales material, demonstration, roadmap, interface text, or marketing phrase creates a warranty or expands the limited verification scope.

4.31 Supplier indemnification

Supplier will defend, indemnify, and hold harmless Res Labs, its affiliates, and their officers, directors, employees, contractors, agents, licensors, service providers, successors, and assigns from every third-party claim, demand, investigation, subpoena, enforcement action, proceeding, loss, recall cost, refund, chargeback, liability, judgment, settlement, penalty, fine, damage, injury, death, property or environmental harm, tax, customs charge, and reasonable legal or expert fee arising out of or relating to:

a Research Material or any alleged defect, contamination, mislabeling, adulteration, identity, purity, potency, sterility, toxicity, instability, incompatibility, or unlawful status;
manufacture, sourcing, formulation, filling, packaging, storage, handling, sale, marketing, payment, import, export, shipment, delivery, return, disposal, use, misuse, exposure, or administration of a Research Material;
Supplier’s batch, sample selection, chain of custody, test order, Lab relationship, COA, result summary, product claim, Content, or representation;
a mismatch between a tested sample, batch, Tag, vial, label, photo, COA, or customer order;
Supplier’s use, custody, diversion, loss, application, activation, transfer, or misuse of Tags or verification links;
a customer, Buyer, Lab, carrier, reseller, employee, contractor, regulator, customs authority, payment provider, or other third party;
a recall, withdrawal, refund, replacement, customer notice, correction, seizure, detention, or destruction;
Supplier’s violation of law, sanctions, export controls, privacy, consumer-protection, intellectual-property, employment, tax, product-safety, hazardous-material, medical, pharmacy, drug, food, cosmetic, or research requirements;
Supplier’s breach of this Agreement, its own customer terms, a Lab agreement, or a third-party right;
personal information, confidential information, or a security incident in Supplier’s control;
Supplier’s fraud, negligence, willful misconduct, or misleading omission; or
an allegation that Res Labs is a seller, manufacturer, distributor, tester, certifier, endorser, or responsible party because of Supplier’s conduct or statements.

Res Labs will provide reasonable notice of an indemnified claim. Supplier will not settle a claim without Res Labs’ prior written consent if the settlement admits fault by Res Labs, imposes an obligation or restriction on Res Labs, fails to provide a complete release, or affects a public record. Res Labs may control the defense with counsel of its choice where a conflict exists, injunctive relief is sought, a regulator is involved, or the matter could materially affect Res Labs; Supplier will pay reasonable defense costs. Supplier will cooperate and preserve evidence.

4.32 Limitation of Res Labs liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RES LABS AND ITS AFFILIATES, PERSONNEL, LICENSORS, AND PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, SALES, SAVINGS, BUSINESS, OPPORTUNITY, GOODWILL, DATA, OR REPUTATION; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; PRODUCT LOSS; RECALL COST; PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY A RESEARCH MATERIAL; OR LOSS ARISING FROM A LAB, COA, SUPPLIER, BUYER, TAG MISAPPLICATION, COUNTERFEIT, SECURITY EVENT, IPFS, BLOCKCHAIN, CARRIER, OR THIRD-PARTY SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RES LABS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, TAGS, OR ALL RELATED ORDERS WILL NOT EXCEED THE FEES SUPPLIER ACTUALLY PAID TO RES LABS UNDER THIS AGREEMENT DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM.

The exclusions and cap apply regardless of legal theory, whether in contract, tort, negligence, strict liability, statute, indemnity, restitution, or otherwise; even if Res Labs was advised of possible loss; and even if a remedy fails of its essential purpose. Related claims are aggregated. Nothing limits liability that applicable law does not allow a party to limit.

Supplier’s payment duties, indemnity obligations, confidentiality or security breaches, infringement or misuse of Res Labs intellectual property, fraud, willful misconduct, and liability arising from Research Materials are not limited by this Section.

4.33 Disputes, governing law, and individual arbitration

Before commencing a formal proceeding, a party must send written notice describing the dispute, facts, requested relief, and a representative authorized to resolve it. Notices to Res Labs must be sent to info@reslabs.ai and 18 Ocean Ave, Jamestown, RI 02835. Business representatives will meet or confer in good faith during the thirty days after receipt. Either party may seek urgent temporary relief when necessary.

Any unresolved dispute arising out of or relating to this Agreement, the Services, Tags, Orders, or the parties’ relationship will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The Federal Arbitration Act governs the arbitration agreement. The arbitrator may award individual relief available in court but may not consolidate unrelated parties’ claims.

SUPPLIER AND RES LABS EACH WAIVE A JURY TRIAL AND PARTICIPATION IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR ARBITRATION. Either party may bring a qualifying individual matter in small claims court. Res Labs may seek injunctive or equitable relief in court to protect intellectual property, Confidential Information, keys, Tags, systems, security, or against unauthorized access, unlawful use, or misleading claims.

In-person arbitration, if any, will take place in Wilmington, Delaware, unless the parties agree otherwise or the rules require another location. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Courts in Wilmington, Delaware have exclusive jurisdiction over matters not subject to arbitration and proceedings to enforce or review an award.

If a class waiver is unenforceable for a particular claim or remedy, that claim or remedy will proceed in court and the remainder will be arbitrated. Other unenforceable portions will be severed and the remainder enforced.

4.34 Miscellaneous

Entire agreement. This Agreement and incorporated documents are the entire agreement on Supplier’s participation and replace prior discussions, proposals, demonstrations, and marketing statements.
Changes. Res Labs may update this Agreement for future use. For a material change affecting an active Supplier, Res Labs will give reasonable notice when practicable. Continued use after the effective date constitutes acceptance. A change required for law, security, fraud prevention, a provider, or a recall may take effect immediately.
Assignment. Supplier may not assign, delegate, transfer, or undergo a change of control affecting this Agreement without Res Labs’ prior written consent. Res Labs may assign in connection with a merger, acquisition, financing, reorganization, sale of assets, affiliate transfer, or by operation of law.
No waiver. A waiver must be written and signed. Delay or partial enforcement is not a waiver.
Severability. An unenforceable provision will be modified to the minimum extent necessary or severed, and the remainder will continue.
Force majeure. Res Labs is not liable for delay or failure caused by events beyond reasonable control, including provider, internet, cloud, carrier, Lab, domain, IPFS, blockchain, utility, cyberattack, labor, supply-chain, government, sanctions, war, disaster, epidemic, or civil-unrest events.
Notices. Res Labs may send operational and legal notices to Supplier’s account email or through the dashboard. Supplier must keep the address current. Electronic records and signatures satisfy writing requirements to the extent permitted by law.
No third-party beneficiaries. No Buyer, Lab, customer, carrier, reseller, or other person is a beneficiary, except indemnified parties may enforce protections intended for them.
Interpretation. “Including” means “including without limitation.” Headings do not affect interpretation. The English version controls to the extent permitted by law.
Independent drafting. No presumption against a party applies because that party drafted a provision.

4.35 Supplier contact

Supplier notices, security reports, COA corrections, recall notices, and legal communications must be sent to:

Verares Labs Inc.
18 Ocean Ave, Jamestown, RI 02835
info@reslabs.ai