API Marketplace Participation Agreement

Effective on the date you accept this Agreement (recorded electronically)

This Agreement governs a pharmacy’s (“Pharmacy,” “you”) participation in the PEPTPlus API Marketplace operated by PEPTPlus LLC, a Wyoming limited liability company (“PEPTPlus”). It is presented for acceptance on first entry to the API Marketplace and applies to all API licensing activity thereafter.

1. Definitions

  • API — an active pharmaceutical ingredient (and related formulation/specification rights) offered for license through the Marketplace.
  • Partner Lab — a lab vetted and listed by PEPTPlus that supplies APIs through the Marketplace.
  • Marketplace — the PEPTPlus API Marketplace, including listings, matching, licensing, and Stripe Connect billing.
  • Introduced — any API, Partner Lab, pricing, specification, or relationship that you first learned of, accessed, or were connected to through PEPTPlus or the Marketplace.
  • Pre-existing Relationship — a documented API-supply relationship with a specific lab for a specific substance that existed in writing before your first access to the Marketplace.

2. The Marketplace channel

2.1 PEPTPlus connects Pharmacies with Partner Labs and facilitates licensing of APIs. Each license is a flat monthly fee billed via Stripe Connect; PEPTPlus charges a platform/facilitation fee in addition to the Partner Lab’s fee. All fees are disclosed at the point of licensing.

2.2 All licensing of an Introduced API or with an Introduced Partner Lab must be transacted through PEPTPlus, including all payments, for so long as this Agreement applies under Section 4.

3. Non-circumvention (the core covenant)

3.1 During the Term and for two (2) years after your PEPTPlus account terminates (the “Restricted Period”), you agree not to circumvent PEPTPlus by licensing, sourcing, purchasing, or contracting for any Introduced API, directly or indirectly, with any Introduced Partner Lab or its affiliates, outside of the PEPTPlus platform.

3.2 This covenant applies on a per-Introduced-API and per-Introduced-Partner-Lab basis, and includes attempts to do so through agents, affiliates, successors, or related entities.

3.3 Carve-out. This Section does not restrict (a) any Pre-existing Relationship; (b) APIs or labs you independently source with no connection to a PEPTPlus Introduction; or (c) substances that are publicly and generally available from multiple suppliers where no PEPTPlus Introduction was involved. The burden is on the Pharmacy to evidence a Pre-existing Relationship.

3.4 Acknowledgement. You acknowledge the Marketplace’s value is the curated Introduction, vetting, and facilitation PEPTPlus provides, and that this covenant protects that value. The Restricted Period and scope are intended to be the minimum reasonably necessary; if a court finds any part overbroad, the parties intend it be blue-penciled / reduced to the maximum enforceable extent rather than voided.

4. Term

4.1 This Agreement begins on the Effective Date and continues while you participate in the Marketplace.

4.2 The non-circumvention obligation in Section 3 survives termination for the Restricted Period (2 years), regardless of the reason for termination.

5. Compliance & responsibilities

5.1 Only FDA-eligible substances are licensable. PEPTPlus vets Partner Labs for certification (e.g., cGMP, COA availability) but does not assume your regulatory, licensure, or compounding obligations.

5.2 You remain solely responsible for your pharmacy licensure, compounding practices, recordkeeping, and compliance with all applicable federal and state law.

6. Remedies

6.1 You acknowledge that breach of Section 3 may cause harm for which monetary damages alone are inadequate, and that PEPTPlus may seek injunctive relief in addition to other remedies.

6.2 PEPTPlus may suspend or terminate Marketplace access for breach. The prevailing party in any dispute may be entitled to reasonable fees as permitted by law.

6.3 Nothing in this Agreement requires either party to act unlawfully; provisions are to be interpreted to remain within the bounds of applicable antitrust and trade-regulation law.

7. Miscellaneous

Governing law: State of Arizona. Dispute resolution: binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Maricopa County, Arizona; injunctive relief may be sought in the state and federal courts located in Maricopa County, Arizona. Entire agreement (with the PEPTPlus Marketplace Terms and any BAA). No assignment without consent. Amendments effective on notice. No third-party beneficiaries. Severability with blue-pencil per 3.4.

Acceptance

Accepted electronically on first entry to the API Marketplace by the Pharmacy’s authorized representative. PEPTPlus records the accepting user, pharmacy, and timestamp; the effective date is the acceptance date recorded by PEPTPlus. The counterparty is PEPTPlus LLC.

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PEPTPlus · PEPTPlus LLC · 30 N Gould St STE N, Sheridan, WY 82801 · legal@pept.plus