Terms and Conditions

Terms and Conditions

Effective Date: [Insert Date]

Welcome to NaturPro Scientific LLC (“NaturPro,” “Company,” “we,” “our,” or “us”). These Terms and Conditions govern your use of this website and any consulting, technical, regulatory, quality, product development, ingredient sourcing, or related business services provided by NaturPro Scientific LLC.

By using this website, submitting information through this website, requesting services, accepting a proposal, signing a scope of work, paying an invoice, or otherwise working with NaturPro, you agree to these Terms and Conditions unless a separate signed written agreement states otherwise.

If you do not agree with these Terms and Conditions, please do not use this website or engage our services.

1. About NaturPro Scientific

NaturPro Scientific LLC provides independent consulting services for the dietary supplement, natural products, food, functional food, ingredient, botanical, quality assurance, regulatory, manufacturing, and product development industries.

Our services may include but not limited to this on the Services List.

NaturPro is not a law firm, contract manufacturer, private label manufacturer, testing laboratory, certification body, regulatory agency, broker of record, importer of record, or insurance provider.

Unless expressly stated in a signed written agreement, NaturPro does not act as legal counsel, final regulatory approver, manufacturer, distributor, importer, marketer, or seller of your products.

2. Independent Consulting

NaturPro provides independent consulting services.

We do not own contract manufacturing facilities. We do not operate as a private label manufacturer. We do not guarantee placement with any supplier, manufacturer, laboratory, customer, retailer, distributor, or business partner.

Our role is to provide professional advice, technical review, risk identification, practical recommendations, and business support based on the information available to us.

NaturPro may identify concerns, risks, deficiencies, gaps, or recommendations. Client remains responsible for business decisions, final product approval, final label approval, final claims approval, supplier selection, manufacturing decisions, legal review, marketing, sales, distribution, and use of any product or work product in commerce.

3. Scope of Services

Specific services will be described in a written proposal, estimate, invoice, statement of work, scope of work, email confirmation, or other written agreement.

Only services expressly included in the applicable scope of work are included.

Services not expressly included are excluded unless separately agreed in writing.

Examples of services that may require separate written approval include:

• Full legal opinions
• FDA or FTC legal review
• Full claims substantiation dossiers
• Clinical literature reviews
• Systematic evidence reviews
• NDI evaluations
• GRAS evaluations
• Food additive evaluations
• Prop 65 review
• International regulatory review
• State-specific regulatory review
• Finished product specifications
• Laboratory testing
• Stability testing
• Shelf-life studies
• Website review
• Amazon listing review
• Social media review
• Influencer content review
• Advertising campaign review
• Supplier audits
• Facility audits
• Importer of record services
• Insurance review
• Litigation support
• Expert witness services

NaturPro may decline, pause, or require a separate agreement for work that falls outside the original scope.

4. Client Responsibilities

Client agrees to provide accurate, complete, current, and non-misleading information needed for NaturPro to perform the agreed services.

Client is responsible for providing, as applicable:

• Formulas
• Ingredient names and amounts
• Product specifications
• Supplier documents
• Certificates of analysis
• Labels and artwork
• Claims and marketing copy
• Manufacturing information
• Product format and serving size
• Intended use
• Target market
• Regulatory history
• Prior testing results
• Known risks, complaints, adverse events, investigations, disputes, or enforcement concerns
• Any other information relevant to the requested services

NaturPro is entitled to rely on information provided by Client, suppliers, manufacturers, laboratories, or other third parties unless NaturPro has reason to question that information.

Client agrees not to withhold information that could reasonably affect NaturPro’s review, analysis, recommendations, or conclusions.

If Client provides incomplete, inaccurate, misleading, outdated, or changed information, NaturPro’s recommendations may no longer apply.

5. No Guarantee of Regulatory Acceptance or Commercial Success

NaturPro provides professional consulting based on available information, applicable industry standards, scientific judgment, regulatory experience, and reasonable interpretation of available laws, regulations, guidance, and industry practices.

NaturPro does not guarantee:

• FDA acceptance
• FTC acceptance
• Customs or import clearance
• Retailer approval
• Marketplace approval
• Certification approval
• Laboratory results
• Manufacturing success
• Product stability
• Product safety in all circumstances
• Claim acceptance
• Absence of regulatory risk
• Absence of litigation risk
• Commercial success
• Sales performance
• Investor acceptance
• Consumer acceptance
• Competitor non-challenge

Regulatory agencies, courts, retailers, platforms, certifiers, laboratories, manufacturers, and other third parties may interpret facts, laws, standards, or evidence differently.

Client remains responsible for final decisions and use of any product, label, claim, ingredient, supplier, manufacturer, test result, or recommendation.

6. Not Legal Advice

NaturPro may provide regulatory, scientific, quality, claims, labeling, manufacturing, supplier, or compliance-related consulting.

However, NaturPro does not provide legal advice unless expressly stated in a separate written agreement with qualified legal counsel.

Information provided by NaturPro should not be treated as a substitute for advice from an attorney.

Client should consult legal counsel for legal opinions, litigation matters, regulatory enforcement matters, contract interpretation, intellectual property matters, risk allocation, advertising law, product liability, employment matters, privacy law, or other legal issues.

7. Fees, Billing, and Payment

Fees will be set forth in the applicable proposal, invoice, statement of work, scope of work, or other written agreement.

Unless otherwise agreed in writing:

• Work begins after initial payment or written authorization.
• Payment is due upon invoice.
• Project fees are billed as stated in the applicable scope.
• Hourly work is billed at the rate stated in the applicable agreement.
• Additional work outside the agreed scope requires mutual written approval.
• Fees already incurred are not refundable.
• Client is responsible for approved expenses, third-party fees, laboratory charges, travel, shipping, filing fees, or other costs if applicable and agreed.

NaturPro may pause work, withhold deliverables, suspend access to services, or terminate services if payment is not received when due.

Late payments may be subject to reasonable collection costs, attorney fees, and interest where permitted by law.

8. Changes in Scope

Client may request changes to the agreed scope of work.

NaturPro may also identify additional work needed due to incomplete information, formula changes, label changes, new claims, additional SKUs, new ingredients, new suppliers, new markets, revised artwork, additional meetings, expanded review, or other project changes.

Changes in scope may require additional fees, revised timelines, or a new written agreement.

NaturPro is not required to perform work outside the agreed scope unless both parties agree in writing.

9. Timelines and Turnaround

Any stated timeline is an estimate unless expressly identified as a binding deadline in a signed written agreement.

Timelines may change due to:

• Incomplete information
• Delayed client responses
• Formula changes
• Label changes
• Additional review requests
• Third-party delays
• Supplier delays
• Laboratory delays
• Regulatory complexity
• Travel, holidays, illness, emergencies, or circumstances beyond NaturPro’s reasonable control

NaturPro will make reasonable efforts to complete agreed services in a timely and professional manner.

10. Deliverables and Work Product

Unless otherwise stated in a signed written agreement, deliverables may be provided by email, Word document, PDF, spreadsheet, annotated document, memo, summary table, call, video meeting, or other practical format.

Upon full payment of all amounts due for the applicable project, Client owns the final deliverables prepared specifically for Client under the applicable scope of work.

NaturPro retains ownership of its pre-existing materials, templates, methods, know-how, internal tools, processes, frameworks, examples, general industry knowledge, and non-client-specific work product.

Client may use final deliverables for its internal business purposes and product development purposes.

Client may not resell, sublicense, publish, distribute, train artificial intelligence systems on, or create commercial derivative products from NaturPro templates, frameworks, or materials unless expressly authorized in writing.

11. Use of Recommendations

NaturPro’s recommendations are based on the facts, documents, assumptions, and intended use provided at the time of review.

If Client changes a formula, ingredient, supplier, claim, label, product format, serving size, manufacturing process, market, use case, artwork, or documentation after NaturPro’s review, the prior recommendation may no longer apply.

Client is responsible for final review before using any formula, label, claim, product, supplier, manufacturer, document, website, advertisement, or marketing material in commerce.

12. Confidentiality

NaturPro respects Client confidential information and expects Clients to respect NaturPro confidential information.

Confidential Information may include non-public formulas, product concepts, technical information, supplier information, specifications, certificates of analysis, quality documents, audit reports, business plans, financial information, product development plans, marketing plans, customer lists, distributor lists, manufacturing methods, processes, strategies, pricing, and other proprietary or sensitive business information.

Each party agrees to use reasonable care to protect the other party’s Confidential Information and to use it only for the purpose of evaluating or performing services.

NaturPro will not knowingly disclose Client Confidential Information to third parties except:

• As necessary to perform the agreed services
• With Client authorization
• To NaturPro employees, contractors, advisors, or service providers who reasonably need access
• To comply with law, subpoena, court order, regulatory request, or other legal requirement
• To protect NaturPro’s rights, safety, property, or legal interests
• As otherwise permitted by written agreement

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of obligation
• Was already known without confidentiality restriction
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality restriction
• Must be disclosed by law

Upon reasonable written request, each party may return or destroy the other party’s Confidential Information, subject to legal, backup, archival, accounting, professional responsibility, and recordkeeping requirements.

13. Non-Circumvention

In connection with consulting work, NaturPro may introduce Client to suppliers, manufacturers, laboratories, experts, distributors, customers, service providers, or other business contacts.

Unless otherwise agreed in writing, Client agrees not to knowingly use NaturPro Confidential Information or NaturPro-introduced relationships to unfairly interfere with, bypass, or circumvent NaturPro’s legitimate business relationships, compensation rights, or project opportunities.

This section is not intended to prevent normal, good-faith business activity, pre-existing relationships, independently developed relationships, or relationships developed without use of NaturPro Confidential Information.

14. Privacy and Website Data

NaturPro may collect information voluntarily provided through this website, email, forms, calls, payment systems, scheduling systems, CRM systems, analytics tools, or other business communications.

This information may include:

• Name
• Company name
• Email address
• Phone number
• Mailing address
• Billing information
• Project information
• Website usage information
• Technical information such as browser, device, IP address, referring page, and pages visited
• Communications and files submitted to NaturPro

NaturPro may use this information to:

• Respond to inquiries
• Provide services
• Prepare proposals
• Process payments
• Manage client relationships
• Improve website performance
• Maintain records
• Send business communications
• Comply with legal obligations
• Protect against fraud, misuse, or security threats

NaturPro does not sell Client Confidential Information.

NaturPro may use trusted third-party service providers for website hosting, analytics, email, payment processing, document storage, CRM, scheduling, accounting, communication, and related business operations.

By using this website or submitting information to NaturPro, Client understands that information may be processed through such systems as part of ordinary business operations.

Client should not submit highly sensitive personal information, protected health information, consumer medical records, payment card details outside approved payment systems, or other unnecessary sensitive data unless specifically requested and appropriate safeguards are agreed.

15. Cookies and Analytics

This website may use cookies, pixels, analytics tools, or similar technologies to understand website traffic, improve functionality, measure engagement, and support business communications.

Users may be able to disable cookies through their browser settings. Some website functions may not work properly if cookies are disabled.

16. Data Security

NaturPro uses reasonable administrative, technical, and organizational safeguards to protect information in its possession.

No website, email system, cloud system, file transfer, or electronic communication is completely secure.

Client should use appropriate caution when sending sensitive information electronically.

NaturPro is not responsible for unauthorized access caused by Client systems, Client email compromise, third-party platforms, insecure transmission by Client, or circumstances beyond NaturPro’s reasonable control.

17. Electronic Communications and Signatures

Client agrees that communications may occur by email, electronic document sharing, video conference, phone, text, website forms, e-signature tools, payment platforms, and other electronic means.

Electronic signatures, scanned signatures, PDF signatures, email approvals, and electronic acceptance may have the same effect as original signatures, where permitted by law.

18. Website Content

The content on this website is provided for general informational purposes only.

Website content may discuss dietary supplements, ingredients, quality, sourcing, testing, GMPs, FSMA, FSVP, claims, labeling, product development, regulatory topics, and other industry issues.

Website content is not legal advice, medical advice, regulatory approval, product approval, or a substitute for professional review of specific facts.

NaturPro may update, remove, revise, or correct website content at any time without notice.

19. Intellectual Property

This website and its content, including text, graphics, logos, service descriptions, frameworks, concepts, templates, downloads, articles, images, and other materials, are owned by or licensed to NaturPro unless otherwise indicated.

Users may view website materials for personal or internal business evaluation purposes.

Users may not copy, reproduce, republish, modify, distribute, scrape, train artificial intelligence systems on, sell, or exploit website content for commercial purposes without written permission from NaturPro.

Client may not use NaturPro’s name, logo, quotes, deliverables, or work product in advertising, public statements, investor materials, press releases, case studies, or promotional materials without prior written approval.

20. Third-Party Links and Services

This website may link to third-party websites, tools, articles, platforms, or resources.

NaturPro is not responsible for third-party websites, content, privacy practices, security, accuracy, availability, or business practices.

Use of third-party websites or services is at the user’s own risk.

21. Third-Party Documents and Information

NaturPro may review documents or information from suppliers, manufacturers, laboratories, consultants, certifiers, government agencies, or other third parties.

NaturPro does not guarantee the accuracy, completeness, authenticity, reliability, or legal sufficiency of third-party documents unless expressly stated in writing.

Client remains responsible for supplier approval, manufacturer approval, final product decisions, and verification activities required by applicable law.

22. No Medical Advice

NaturPro does not provide medical advice, diagnosis, treatment, or patient-specific health recommendations.

Any information related to nutrition, dietary supplements, ingredients, health claims, safety, contraindications, or scientific literature is provided for product development, regulatory, quality, or business purposes only.

Consumers should consult qualified healthcare professionals regarding health conditions, medications, pregnancy, nursing, allergies, adverse events, or individual supplement use.

23. Limitation of Liability

To the fullest extent permitted by law, NaturPro shall not be liable for indirect, incidental, consequential, special, punitive, exemplary, or business interruption damages, including lost profits, lost revenue, lost sales, lost opportunity, loss of data, reputational harm, product recall costs, enforcement costs, or third-party claims arising from use of this website or services.

To the fullest extent permitted by law, NaturPro’s total liability for any claim arising from services shall not exceed the amount paid by Client to NaturPro for the specific service giving rise to the claim during the six months before the claim arose.

Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply.

24. Indemnification

Client agrees to indemnify and hold harmless NaturPro Scientific LLC, its owners, employees, contractors, agents, and affiliates from claims, losses, damages, liabilities, penalties, costs, and expenses, including reasonable attorney fees, arising from:

• Client’s products
• Client’s labels
• Client’s claims
• Client’s marketing
• Client’s manufacturing decisions
• Client’s supplier decisions
• Client’s use or misuse of NaturPro recommendations
• Inaccurate or incomplete information provided by Client
• Client’s violation of law
• Client’s breach of these Terms
• Claims by customers, consumers, regulators, competitors, suppliers, manufacturers, or other third parties relating to Client’s business or products

25. Termination

Either party may terminate services as stated in the applicable scope of work or written agreement.

Unless otherwise stated in writing, either party may terminate ongoing services with reasonable written notice.

NaturPro may terminate or suspend services if:

• Client fails to pay invoices when due
• Client provides inaccurate, incomplete, or misleading information
• Client requests unlawful, unethical, or misleading work
• Client asks NaturPro to ignore material safety, quality, regulatory, or compliance concerns
• Client misuses NaturPro work product
• Client breaches confidentiality or non-circumvention obligations
• Client engages in abusive, threatening, or unprofessional conduct
• Continuing the engagement would create a conflict, legal concern, or professional concern

Upon termination, Client remains responsible for fees and expenses incurred through the termination date.

Client property remains Client property, subject to payment, legal, archival, and recordkeeping requirements.

26. Service Guarantee

NaturPro stands behind the quality of its work.

If Client is not satisfied with a service and NaturPro did not deliver on the agreed commitment, Client should notify NaturPro in writing and provide a reasonable opportunity to address the concern.

This guarantee applies to failure to deliver the agreed service commitment.

It does not apply merely because NaturPro identifies risks, gives an unfavorable recommendation, disagrees with Client’s preferred approach, declines to approve a claim, recommends formula or label changes, or determines that additional work is needed.

27. Force Majeure

NaturPro shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, storms, earthquake, pandemic, epidemic, illness, labor disruption, war, terrorism, civil unrest, government action, power failure, internet outage, technology failure, supplier delay, laboratory delay, or other circumstances beyond reasonable control.

28. Dispute Resolution

The parties will first attempt in good faith to resolve disputes informally.

If a dispute cannot be resolved informally, the parties agree that disputes arising from these Terms, website use, or services may be resolved through binding arbitration, unless prohibited by law or unless a signed written agreement provides otherwise.

The prevailing party in any dispute may be entitled to recover reasonable attorney fees, costs, and enforcement costs where permitted by law or contract.

29. Governing Law and Venue

Unless a signed written agreement states otherwise, these Terms shall be governed by the laws of the State of Indiana, without regard to conflict-of-law principles.

Any arbitration, lawsuit, or proceeding that is not otherwise subject to mandatory venue requirements shall be brought in a proper forum located in Indiana, unless otherwise agreed in writing.

30. Assignment

Client may not assign or transfer rights or obligations under these Terms or any service agreement without NaturPro’s prior written consent.

NaturPro may assign or transfer rights or obligations in connection with a merger, acquisition, sale of assets, restructuring, or business succession.

31. Changes to These Terms

NaturPro may update these Terms and Conditions from time to time.

The updated version will be posted on this website with a revised effective date.

Continued use of this website or services after updated Terms are posted means you accept the updated Terms.

32. Contact Information

Questions about these Terms and Conditions may be directed to:

NaturPro Scientific LLC
10541 Brookview Dr.
Carmel, Indiana 46032 USA

Phone: (317) 727-9173

Please use the contact form on this website or email NaturPro through your existing business contact if you are a current client.