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Research-use-only products. Conditions of access, purchase, and the analytical-conformity guarantee. 405714 Inc., doing business as Vivo Today.
“Company,” “we,” “us” means 405714 INC., an Oklahoma corporation doing business as Vivo Today, and its affiliates.
“Site” means vivotoday.com and any subdomain, storefront or ordering interface we operate.
“Products” means the chemical compounds, peptides, reference materials and related items offered for sale on the Site.
“You,” “Purchaser” means the individual or entity placing an order, and any entity on whose behalf that person acts.
“Terms” means this document, together with the Privacy Policy, Shipping Policy and Refund Policy published on the Site, each incorporated by reference.
These Terms form a binding contract between you and the Company. By accessing the Site, placing an order, or checking the acceptance box at checkout, you accept these Terms in full. If you do not accept them, do not use the Site and do not order.
Section 18 contains a binding arbitration agreement and a waiver of your right to participate in a class action. Please read it carefully.
All Products are manufactured, labeled, offered and sold solely for laboratory research, analytical and educational use by qualified persons and institutions.
Products are not offered, sold, or fit for, and may not be used for:
No Product has been approved by the U.S. Food and Drug Administration or by any other regulatory authority for any use in humans or animals. No Product may be substituted for, or represented as, a prescription pharmaceutical, an over-the-counter medicine, a food, or a dietary supplement.
By placing an order you represent, warrant and agree that:
The Company may, in its sole discretion and without stating a reason, refuse, limit, cancel or unwind any order.
For bulk, wholesale and first-time high-value orders, the Company will request and record evidence of research affiliation, institutional identity, or equivalent qualification prior to fulfilment, and may decline orders where that evidence is not satisfactory. The Company maintains records of these checks.
Any statement, message, review, comment or other communication by a purchaser or prospective purchaser indicating an intent to use Products for human or animal administration, clinical application, self-administration, or resale into any human-use channel will result in cancellation of open orders, termination of the account, and permanent refusal of future orders. The Company may retain a record of the account and the communication for compliance purposes.
Your submission of an order is an offer to purchase. No contract of sale is formed until the Company issues a shipment confirmation for that order. An order confirmation or payment authorisation alone does not constitute acceptance.
Prices are stated in U.S. dollars and exclude taxes, duties and shipping unless stated. Prices, specifications and availability may change without notice. In the event of a manifest pricing or description error, the Company may cancel the affected order and refund in full, whether or not the order has been confirmed.
The Company ships only to destinations listed on the Shipping Policy page. The Company does not ship to any jurisdiction where the Product is restricted or where shipment would violate applicable law, and the Company does not act as exporter of record for international shipments.
Title and risk of loss pass to you on delivery of the Product to the address you provided, or to any person at that address, or on first attempted delivery where delivery is refused or cannot be completed for reasons attributable to you.
Cold-chain and storage representations, where made, describe conditions maintained by the Company up to and including hand-off to the carrier and, where stated, the packaging system’s validated hold time in transit. They do not extend to storage conditions after delivery.
From the point at which risk of loss passes to you, you assume sole responsibility for the safe storage, handling, reconstitution, containment, transport and lawful disposal of the Product.
Except as expressly provided in Section 9 (Limited Product Guarantee), the Company is not responsible for degradation, contamination, loss of potency, chemical reaction, or exposure resulting from storage or handling that departs from the conditions stated on the Product label or the Safety Data Sheet.
Products are supplied for the internal research use of the Purchaser or the Purchaser’s institution. Resale, repackaging, relabeling, white-labeling, decanting or redistribution of Products to any third party is prohibited except under a written wholesale or distribution agreement executed with the Company, the terms of which govern that relationship and supplement these Terms.
In no case may any Product be resold, supplied or transferred to any compounding pharmacy, outsourcing facility, clinic, prescriber, telehealth platform, or other party for administration to any person or animal.
Where the Company authorises resale or where you transfer a Product to any third party in breach of this Section, you will pass through the restrictions of Sections 2 and 3 in writing and you will indemnify the Company under Section 12 for all claims arising from that third party’s receipt, handling or use of the Product.
This Section states an express, limited written guarantee. It is a carve-out from Section 10 (Disclaimer of Warranties) and from the liability cap in Section 11, and it prevails over both to the extent of any conflict. Nothing in Sections 10 or 11 limits any amount payable under this Section.
a. What is guaranteed. For each lot the Company publishes an analytical specification stating: (i) the labeled compound identity; (ii) the minimum chromatographic purity, expressed as HPLC area percent at a stated wavelength; and (iii) the minimum net peptide content, expressed both as milligrams of peptide per unit and as a percentage of the unit’s gross fill weight. The Company guarantees that each unit, as delivered and while unopened, conforms to the published specification for its lot. The guarantee runs to the published specification for the lot and to nothing else. It does not run to the nominal figure in a product name or title, to any figure stated on any third-party website, or to any general expectation as to fill weight, concentration or yield.
b. Definitions of the measured values. For the purposes of this Section:
c. Approved laboratories. A result qualifies under this Section only if it is produced by one of the following independent laboratories:
Bioviridian Inc. is the default laboratory for the purposes of this Section and is the laboratory named in the Company’s published guarantee materials.
Disclosure. The Company also uses Bioviridian Inc. to perform release testing on its own lots. The Company does not own, operate, control, or hold any financial interest in any listed laboratory, and does not direct the scope, method, or reporting of any analysis. The Company may add laboratories to this list at any time. The Company may remove a laboratory only prospectively and only by publishing the change on the Site; a removal does not affect a sample already in transit to, or in the possession of, that laboratory at the time of the change.
d. Cost of the analysis. You arrange and pay for the analysis, and for outbound shipping of the sample. The Company does not reimburse the cost of the analysis, whether or not the unit fails. The Company does not select the laboratory, does not pay the laboratory, and receives no report except the one you submit. The only exception is a confirmatory analysis triggered under paragraph (e), which the Company arranges and pays for.
e. What counts as a failure. A unit fails the published specification if a qualifying report states any of the following:
The bands in (2) and (3) exist solely to absorb inter-laboratory measurement variation. They are not an allowance against the published figure and the Company does not rely on them as a permitted shortfall. Where a result falls within 0.5 percentage points of a failure threshold, or where the report does not state the method used, either party may require a single confirmatory analysis of a second sealed unit from the same lot at a different approved laboratory, at the Company’s cost, and the confirmatory result governs to the exclusion of the first.
f. The remedy. Where a unit fails under paragraph (e):
You arrange and pay for the analysis and the Company does not reimburse it. Nothing in this paragraph entitles you to retain a unit for which you have been paid; the Company may require return of the tested unit and of the remaining units from the lot under paragraph (h).
g. Conditions of the guarantee. The guarantee applies only where all of the following are true:
h. Limits. This guarantee is limited to three paid claims per customer in any twelve-month period. It does not apply to units purchased under a wholesale, bulk or distribution agreement. Wholesale purchases are covered instead by the Wholesale Analytical Conformity Guarantee set out in Schedule A to these Terms, which is incorporated into every executed wholesale agreement and which states a different remedy, different conditions and different limits. No purchaser may claim under both this Section and Schedule A in respect of the same lot. It does not transfer with resale and is not available to any purchaser who resells, transfers or supplies the Product in breach of Section 8. The Company may decline a claim where the evidence establishes that the sample tested was not the unit supplied, or was tampered with, substituted, or handled outside the conditions in paragraph (g), and may require return of the remaining units from the lot as a condition of payment.
i. What happens to the lot. Where a claim is paid, the Company will quarantine the remaining inventory of that lot, cease sale of it, notify every customer who received a unit from it, and publish the fact of the failure and the laboratory result on the Site. The Company may publish the number and outcome of independently commissioned analyses in the aggregate.
j. What this guarantee is not. This is a guarantee of analytical conformity to a published specification. It is not a representation that any Product is safe, effective, sterile, pyrogen-free, or suitable for use in or on any human or animal, and nothing in this Section modifies Section 2 or Section 3.
k. Published figures, errata and correction. The analytical specification for a lot is the specification recorded in the Certificate of Analysis on file for that lot. Where a figure stated on a product page, in an advertisement, in an email or in any other published material conflicts with the Certificate of Analysis on file for the lot:
The Company will correct any identified discrepancy within 3 business days of becoming aware of it, will record the correction and its date, and will notify any customer who purchased a unit of that lot while the incorrect figure was live. Nothing in this paragraph limits any right you have under applicable consumer-protection law, and the Company does not rely on this paragraph to avoid correcting published material.
EXCEPT FOR THE EXPRESS LIMITED PRODUCT GUARANTEE IN SECTION 9, WHICH IS EXPRESSLY EXCLUDED FROM THIS SECTION, THE PRODUCTS, THE SITE AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
THE COMPANY MAKES NO WARRANTY THAT ANY PRODUCT IS SAFE FOR CONSUMPTION OR HAS BEEN APPROVED BY THE FOOD AND DRUG ADMINISTRATION OR ANY OTHER AUTHORITY FOR ANY HUMAN, VETERINARY OR CLINICAL USE, AND NO SUCH WARRANTY MAY BE INFERRED FROM ANY MATERIAL ON THE SITE.
THE COMPANY MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY PUBLISHED LITERATURE CITATION OR TECHNICAL REFERENCE PROVIDED FOR INFORMATIONAL PURPOSES.
Some jurisdictions do not permit the exclusion of implied warranties. In those jurisdictions, implied warranties are limited in duration to the shortest period permitted by applicable law, and the exclusions above apply only to the extent permitted.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, RESEARCH RESULTS OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE PRODUCTS, THE SITE OR THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS, INJURY OR DAMAGE ARISING FROM ANY USE OF A PRODUCT THAT IS INCONSISTENT WITH THESE TERMS, INCLUDING ANY ADMINISTRATION OF A PRODUCT TO ANY PERSON OR ANIMAL, WHETHER BY YOU OR BY ANY THIRD PARTY OBTAINING THE PRODUCT THROUGH YOU.
EXCEPT FOR AMOUNTS PAYABLE UNDER SECTION 9, THE COMPANY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO A PRODUCT WILL NOT EXCEED THE PURCHASE PRICE PAID FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, for wilful injury, or for any violation of law. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions the limitations above apply only to the extent permitted.
You will defend, indemnify and hold harmless the Company, its parent and subsidiary entities, and their officers, directors, employees, agents, counsel and suppliers, from and against all claims, liabilities, damages, judgments, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to:
The Company may assume exclusive control of the defence of any matter subject to indemnification, at your expense, and you will cooperate.
You acknowledge that experimental chemical compounds carry inherent and, in some cases, unknown hazards. You expressly assume all risks, known and unknown, associated with the receipt, storage, handling, testing, transport and disposal of Products, and you confirm that you are qualified to assess and manage those hazards.
Any product description, technical datasheet, published literature citation, blog article or reference material on the Site is provided for scientific and educational context only. It is not medical advice, not a diagnostic or treatment recommendation, and not a direction, protocol or guideline for dosage or administration to any person or animal.
The Company does not endorse, adopt or verify user-generated content. Customer reviews, questions, comments or third-party social media content suggesting human or animal use do not represent the Company’s position and may be removed or moderated at the Company’s discretion.
All content on the Site, including text, images, packaging design, trade dress and the Vivo marks, is the property of the Company and is protected by intellectual property law. No licence is granted except the right to view the Site for the purpose of ordering.
Chemical and compound names are used solely to identify the substance supplied. Any third-party trademark referenced on the Site is the property of its owner, and its use does not indicate any affiliation with, sponsorship by, endorsement by, or equivalence to that owner or its products.
Your information is handled in accordance with the Privacy Policy. By using the Site you consent to receive communications from the Company electronically, and you agree that electronic records and electronic signatures satisfy any legal requirement of writing or signature.
The Site is not directed to persons under 18. The Company does not knowingly collect information from anyone under 18 and will delete such information on becoming aware of it.
These Terms are governed by the laws of the State of Oklahoma, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
Subject to Section 18, any action not subject to arbitration must be brought exclusively in the state or federal courts located in Oklahoma County, Oklahoma, and you consent to personal jurisdiction and venue there.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
a. Agreement to arbitrate. Except as stated in paragraphs (d) and (e), any dispute, claim or controversy arising out of or relating to these Terms, the Site, or any Product — including its formation, interpretation, breach, enforcement, or the validity or scope of this Section — will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The Federal Arbitration Act governs this Section.
b. Delegation. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability or formation of this arbitration agreement, except as provided in paragraph (f).
c. Procedure and costs. Arbitration will be conducted in Oklahoma County, Oklahoma or, at your election, by telephone, videoconference or on written submissions. The Company will pay the administrative and arbitrator fees for any individual claim to the extent required by the administering rules. Each party bears its own attorneys’ fees unless the arbitrator awards them under applicable law.
d. Small claims. Either party may bring an individual claim in small claims court if it qualifies.
e. Injunctive relief. Either party may seek provisional injunctive relief in court to protect intellectual property or confidential information pending arbitration. Nothing in this Section waives, and this Section does not apply to, any claim for public injunctive relief brought under a statute that provides for it; any such claim is severed and may be brought in court.
f. Class action waiver. All claims must be brought in an individual capacity only. You and the Company each waive any right to bring or participate in a class, collective, consolidated, mass or representative proceeding, and the arbitrator may not consolidate or preside over any such proceeding. If a court determines that this paragraph (f) is unenforceable as to a particular claim, then this entire Section 18 will be null and void as to that claim only, and that claim will proceed in court under Section 17; the remainder of this Section survives as to all other claims.
g. Batching. If 25 or more similar demands for arbitration are filed against the Company by or with the assistance of the same counsel or coordinated parties, the demands will be administered in staged batches of no more than 50, with a single arbitrator per batch, and limitations periods are tolled for unfiled demands during staging.
h. Opt-out. You may opt out of this Section 18 by sending written notice of opt-out, including your name, order number and a clear statement that you wish to opt out of arbitration, to 405714 INC. dba Vivo Today, calvin@vivotoday.com within 30 days of your first order. Opting out does not affect any other provision of these Terms.
Changes. The Company may amend these Terms. The amended version takes effect on posting, applies to orders placed after posting, and is identified by version number and effective date. Continued use of the Site after posting constitutes acceptance. Material changes to Section 18 will not apply retroactively to a dispute of which the Company has notice.
Termination. The Company may suspend or terminate your access to the Site or refuse service at any time, for any reason, without notice.
Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, including carrier failure, supply interruption, regulatory action, natural disaster, or the unavailability of a manufacturing or testing facility.
Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. Section 18(f) is subject to its own express severability rule stated in that paragraph.
Entire agreement. These Terms, together with the policies incorporated in Section 1 and any executed wholesale agreement, are the entire agreement between the parties and supersede all prior understandings.
Assignment. You may not assign these Terms. The Company may assign them, including in connection with a merger or sale of assets.
No waiver. No failure to enforce any provision operates as a waiver of it.
Survival. Sections 2, 3, 7, 8, 9, 10, 11, 12, 13, 15, 17, 18 and 19 survive termination.
Headings. Headings are for convenience only and do not affect interpretation.
Contact. 405714 INC. dba Vivo Today. calvin@vivotoday.com.
This Schedule applies only to Products purchased under an executed wholesale, bulk or distribution agreement with the Company. It replaces Section 9 in its entirety for those purchases. It is incorporated by reference into every wholesale agreement and is published with these Terms so that its material conditions are disclosed wherever the guarantee is advertised.
A1. Who this Schedule is available to. This guarantee is available only to a Wholesale Account that, before the order was placed, has:
A Wholesale Account that has not satisfied every requirement in this paragraph at the date of the order has no rights under this Schedule.
A2. What is guaranteed and how failure is determined. Paragraphs (a), (b), (c), (e) and (k) of Section 9 apply to this Schedule without modification. The published specification, the definitions of chromatographic purity and net peptide content, the mandated reference methods, the approved laboratories with Bioviridian Inc. as the default, the three failure tests, the tolerance bands, the confirmatory-analysis tiebreak, and the rule that the Certificate of Analysis on file governs the specification, all apply identically to wholesale purchases.
A3. Cost of the analysis. The Wholesale Account arranges and pays for the analysis and for outbound shipping of the sample. The Company does not reimburse the cost of the analysis, whether or not the unit fails. The only exception is a confirmatory analysis triggered under Section 9(e), which the Company arranges and pays for.
A4. The wholesale remedy. Where a unit fails under Section 9(e), the Company will, at its own cost:
The amount payable under paragraph A4(1) — the 200% premium on the tested unit — is capped at $5,000 per order. The refund, replacement and freight obligations in A4(2) and A4(3) are not capped, because they return money for goods the Company cannot lawfully sell and would owe in any event.
A5. Conditions. Section 9(g) applies, with the following changes:
Failure to quarantine, or continued sale of a unit from a lot known to have failed, voids this Schedule for that lot and is a material breach of the wholesale agreement.
A6. Limits. This guarantee is limited to one paid claim per lot and two paid claims per Wholesale Account in any twelve-month period. It does not transfer to the Wholesale Account’s customers, who have no rights under this Schedule or under Section 9. It does not apply to units the Wholesale Account has opened, reconstituted, re-vialled, repackaged, relabelled or altered, or that were stored outside the published conditions, or that were resold through a consumer marketplace in breach of A1(4). The Company may decline a claim where the evidence establishes that the sample tested was not a unit supplied by the Company.
A7. Relationship to Section 9. This Schedule is an express, limited written guarantee. It is a carve-out from Section 10 and from the liability cap in Section 11 on the same terms as Section 9, and it prevails over both to the extent of any conflict. No purchaser may claim under both Section 9 and this Schedule in respect of the same lot.
A8. How this may be described. The Company and its representatives may describe this Schedule as a 200% analytical conformity guarantee only where the description also states, with equal prominence, that the 200% is calculated on the tested unit, that the balance of the failed lot is refunded or replaced at invoiced price, that the account arranges and pays for the analysis, that the analysis must be performed by an approved laboratory on a factory-sealed unit within thirty days of delivery, and that limits apply. A description that states the multiple without those conditions is not authorised and must not be used in any deck, email, price list or call.