Last updated: August 21, 2026
1. Introduction and Acceptance
These Terms of Service ("Terms") govern your access to and use of the website at stonegatesystems.co and the services provided by Stonegate Systems LLC, a Utah limited liability company ("Stonegate Systems," "we," "us," or "our"). By accessing our website, submitting an inquiry, booking a call, or engaging us for services, you agree to these Terms. If you do not agree, do not use our website or services.
If you enter into a separate signed services agreement or statement of work ("SOW") with us, that agreement governs the specifics of your engagement. In the event of a conflict between these Terms and a signed services agreement or SOW, the signed services agreement or SOW prevails for the matters it addresses.
2. What We Do
Stonegate Systems provides done-for-you website development and compliance-operations support — including a monthly compliance-monitoring subscription — for research-use-only ("RUO") peptide product brands. Our services include building, configuring, and maintaining websites and operational systems for our clients.
We do not sell, manufacture, ship, store, or otherwise handle any product. We do not act as a merchant of record for our clients' products, and we do not take possession of or fulfill any goods. Our role is limited to building and maintaining websites and systems and providing the related services described in your engagement.
3. Client Responsibilities
As a condition of using our services, you agree that:
- You will use our website and services only for lawful purposes and in compliance with all applicable laws, regulations, and third-party terms;
- The information you provide to us is accurate, current, and complete, and you will keep it updated;
- You are solely responsible for your own products, formulations, labeling, packaging, claims, marketing, and regulatory compliance. You make all final decisions about what you sell, how you describe and label it, and how you market it;
- You hold all rights, licenses, and permissions necessary for any content, trademarks, images, or materials you provide to us, and that our use of them as directed will not infringe the rights of any third party;
- You will not use our services to engage in fraudulent, deceptive, or illegal activity, and you will not attempt to interfere with, disrupt, or gain unauthorized access to our systems.
We may provide recommendations, templates, monitoring, and compliance-oriented support, but such input is advisory and is measured against our own internal best-practice checklist rather than against any legal standard. We are not a law firm and we are not your counsel. We decide what we are willing to build, host, and publish - we maintain a do-not-list of compounds and claim types we will not carry, and we may refuse or remove anything else at our discretion. That is a business decision about the risk we accept, not a legal determination about your products, and it is not advice that anything outside it is lawful. What is lawful for you to sell, label, and claim is your counsel's determination, and products we hold for review are listed only on your counsel's written sign-off, which we keep on file. Any wording we draft, suggest, or implement is provided for your consideration and takes effect only when you approve it. Responsibility for the content of your website, the legality of your products, and your compliance with applicable law remains with you.
4. No Guarantee of Third-Party Outcomes
We provide risk-reduction services. We do not provide guarantees of outcomes that are controlled by third parties. Specifically, and without limitation:
- We do not guarantee that any payment processor, bank, card network, financial institution, platform, hosting provider, registrar, or regulator will approve, maintain, or refrain from limiting, holding, freezing, reversing, suspending, or terminating any account, application, transaction, or funds;
- We do not guarantee any particular level of website uptime, availability, search ranking, traffic, revenue, conversion, or business result;
- We do not guarantee that a website, account, or business will never experience a hold, chargeback, dispute, takedown, deplatforming, or other adverse action by a third party.
Such decisions and actions rest with the relevant third parties and are outside our control. Our services are designed to reduce risk and improve your position, not to eliminate risk or assure any specific result.
5. Payments, Deposits, and Subscriptions
Fees, scope, and timing are set out in your proposal, invoice, or SOW. Payments are processed through Stripe. By providing payment information, you authorize us and Stripe to charge the applicable amounts. Unless stated otherwise:
- One-time builds. A deposit of fifty percent (50%) of the project fee is due to begin work, with the balance due on delivery. Deposits are non-refundable once work has begun.
- The 14-day delivery guarantee. Where we commit in writing to a 14-day delivery, the commitment is this and only this: if your store is not live and taking payments within fourteen (14) days of assets-in, the build is free: you do not pay the remaining balance, any deposit you have paid is refunded, and the completed store is still delivered to you. "Assets-in" means the written checklist we give you before you pay anything, complete; the clock starts when the last item on it reaches us, and it pauses for any period we are waiting on your content, approvals, or decisions, or on a third party outside our control (domain transfer, processor underwriting, a platform review). The guarantee covers our delivery of the build and nothing else - it is not a guarantee of any regulatory, platform, or payment-processor outcome.
- Monthly monitoring subscription. Our compliance-monitoring subscription is mandatory in connection with a build and is billed in advance on a recurring monthly basis. It automatically renews month-to-month until cancelled. The plan has a three-month minimum from launch; after that you may cancel at any time by emailing [email protected] with thirty (30) days' notice, or as your signed agreement provides. Cancellation takes effect at the end of the then-current billing period, fees already paid for the current period are not refunded, and we do not provide prorated refunds for partial periods. Because hosting and operation of the live store are part of the plan, the live store goes offline when the plan ends - see section 6 for what you keep and what we hand over.
- Optional one-offs and add-ons. We may offer optional paid services, such as a compliance review or strategy call, and a priority add-on. These are charged as quoted and are non-refundable once the work has been performed or the service has been provided.
Fees are exclusive of any taxes, which are your responsibility. We may suspend services for non-payment. We may update our fees on a prospective basis; changes to recurring subscription pricing will be communicated before they take effect, and your continued use after the change constitutes acceptance.
5A. Marketing Engagements
You are the publisher. On a marketing engagement we draft campaigns, scripts, creatives, articles, and social and email copy from your brand assets, product information, and direction, and we provide them for your written approval. Nothing publishes in your name until you approve it. As between us, you are the author and publisher of all such material on approval or on publication, whichever happens first, and you remain responsible for the claims made in it. Your counsel decides what is lawful for your catalog; we decide what we are willing to run, which is a business judgment about our own risk rather than legal advice. Our compliance check on copy is a review against our internal best-practice checklist - it is not legal advice, and it is not a determination that any copy, creative, or campaign complies with any law, regulation, or platform or payment-processor policy.
Advertising spend is your own cost, charged by the platforms to your own accounts and payment methods, and is separate from and additional to the monthly fee. Advertising, analytics, and social accounts are created in your name and remain yours.
Term, renewal, and cancellation. Marketing engagements have a three-month minimum from the first marketing invoice, are billed monthly in advance, and renew automatically month-to-month after the minimum term until cancelled. Either party may cancel with thirty (30) days' written notice - to cancel, email [email protected]. Fees already invoiced are non-refundable, cancellation takes effect at the end of the then-current paid month, and a prepaid quarter (which waives the setup fee) is non-refundable.
The month-3 checkpoint. At the end of the third full month of a marketing engagement we measure attributed revenue against your monthly fee, and if it is less than two times that fee, you choose one of the two remedies below. Because the measurement decides a billing outcome, it is defined here rather than left to interpretation:
- "Attributed revenue" means the net revenue from orders placed in your own storefront during the measurement month that your store's own analytics and admin reporting attribute to a channel we run for you - email and SMS campaigns and flows we send, paid campaigns we manage, and organic or SEO content we publish - measured on the store's own last-click attribution against the month-0 baseline in your first report. Refunds, cancellations, and chargebacks are netted out. Wholesale and manually entered orders, orders from channels we do not run, and orders from customers acquired before the engagement began are excluded.
- Your election. If the threshold is not met, you may elect either (a) that we pause billing for one month - a single skipped monthly invoice, once per engagement, not a refund of fees already paid - while we re-scope the program with you in writing and continue delivering the agreed deliverables during that month at no charge; or (b) that the engagement end at the close of the then-current paid month, with no further fees and no notice period. Tell us which you want within fourteen (14) days of the month-3 report.
- The source of record is your own store's admin reporting, which you have direct access to at all times. If we disagree about the figure, your store's admin reports control.
- What it is not. The checkpoint is a billing commitment, not a guarantee of revenue, traffic, return on ad spend, ranking, or any other outcome. It does not apply to a month in which an advertising, analytics, email, or SMS account was suspended or restricted by a platform, in which your storefront was offline or unable to process payments, or in which approvals, assets, or budget we asked for in writing were not provided - in each case for reasons other than our own failure to perform.
6. Intellectual Property
Upon your full payment of all amounts due for a project, you own your own content and the custom design work produced specifically for you: your brand, product copy and photographs, logos and trademarks, certificates of analysis, customer and order data, and your domain name, which is registered in your name throughout. Until full payment is received, all deliverables remain our property.
What we own and operate. The storefront application itself - the software, source code, e-commerce engine, databases and data models, admin dashboard, templates, build tooling, integrations, and our content-review checklist (the "Platform") - is built, hosted, and operated by us and remains our property. The working store is provided to you as a managed, hosted service under your monthly plan, not as a transferred software product, and we are not obligated to deliver a deployable or independently operable copy of the store, its backend, its database, or the source code that runs it. Where your signed services agreement addresses the same subject, that agreement controls.
What happens if you cancel. Your domain and your data remain yours, and we will not withhold your content or your customer and order data as leverage. On your reasonable request while your account is active and current, and once on termination, we provide an export within ten (10) business days containing your full product catalog (listings and descriptions, SKUs, pricing, inventory quantities, categories, and product images), your SEO metadata (page titles and meta descriptions), a list of your store's URL paths for redirect mapping, and your complete customer and order history, in standard CSV and image files. What does not transfer is the Platform. Because hosting is part of the monthly plan, the live store goes offline when the plan ends, and you would need a new host and storefront to operate the exported content.
We retain all rights, title, and interest in our own reusable engine, frameworks, code libraries, tooling, templates, configurations, processes, and know-how, including any improvements to them ("Stonegate Tooling"). To the extent any Stonegate Tooling is incorporated into your delivered website, we grant you a non-exclusive, perpetual, worldwide license to use it as part of and for the operation of that website. Nothing in these Terms transfers ownership of the Stonegate Tooling to you, and you may not separately extract, resell, sublicense, or redistribute it apart from your website.
Our name, logo, website, and content are our property and may not be used without our permission. You grant us a limited license to use the materials you provide for the purpose of delivering the services, and you grant us permission to reference your brand and display non-confidential work as part of our portfolio unless we agree otherwise in writing.
7. Disclaimer of Warranties
Our website and services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that our website or services will be uninterrupted, error-free, secure, or free of harmful components, or that any result will be achieved. Any reliance on our services or materials is at your own risk.
8. Limitation of Liability
To the fullest extent permitted by law, in no event will Stonegate Systems or its members, managers, employees, contractors, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data; for any chargebacks, frozen, held, or reversed funds; or for any actions taken by a payment processor, bank, card network, platform, registrar, or regulator, even if we have been advised of the possibility of such damages.
Our total aggregate liability arising out of or relating to these Terms and the services, for all claims combined, will not exceed the total amounts you actually paid to us in the three (3) months immediately preceding the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you; in that case, our liability is limited to the maximum extent permitted by law.
9. Indemnification
You agree to defend, indemnify, and hold harmless Stonegate Systems and its members, managers, employees, contractors, and agents from and against any claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your products, formulations, labeling, packaging, claims, marketing, or sales; (b) your use of our website or services; (c) the content, materials, or instructions you provide to us; (d) your violation of these Terms or any applicable law; or (e) your infringement or misappropriation of any third-party right.
10. Third-Party Services
Our services rely on third-party providers, including Stripe (payments), Railway (hosting), Cloudflare (DNS and email), and Google (forms and email). Your use of those services may be subject to their own terms and policies, and their performance and availability are outside our control. We are not responsible for the acts, omissions, outages, decisions, or terms of any third-party provider.
11. Governing Law and Venue
These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws principles. You agree that any dispute arising out of or relating to these Terms or the services will be brought exclusively in the state or federal courts located in Utah, and you consent to the personal jurisdiction and venue of those courts.
12. Changes to These Terms
We may update these Terms from time to time. When we do, we will revise the "Last updated" date above. Material changes may be communicated through our website or by other appropriate means. Your continued use of our website or services after an update takes effect constitutes acceptance of the revised Terms.
13. Contact Us
If you have questions about these Terms, contact us at [email protected].