Attorney Review Package¶
Prepared for: Research Relay LLC Date prepared: [DATE] Prepared by: [OWNER NAME]
Purpose¶
This document consolidates all items requiring attorney review and business owner decisions across five compliance documents drafted for the Research Relay LLC e-commerce website (research-relay.com). Research Relay is a California LLC selling Research Use Only (RUO) research chemicals and peptides via e-commerce, accepting Bitcoin/Lightning and ACH payments.
The five documents under review are:
- RUO Disclosure (
ruo-disclosure.md) -- Research Use Only buyer acknowledgment and product use restrictions - Terms of Service (
terms-of-service.md) -- Site terms, purchase terms, liability, dispute resolution - Privacy Policy (
privacy-policy.md) -- Data collection, CCPA/CPRA compliance, cookies, retention - Refund Policy (
refund-policy.md) -- Returns, refunds, chargeback handling - Shipping Policy (
shipping-policy.md) -- Domestic shipping, carriers, hazmat, lost/stolen packages
Summary of All Flags¶
The table below lists every attorney review and business decision flag across all five documents.
Attorney Review Items¶
| # | Document | Section | Flag Text |
|---|---|---|---|
| A1 | RUO Disclosure | Entire document | Entire document should be reviewed for enforceability and completeness under California law. |
| A2 | RUO Disclosure | Checkout Acknowledgment | Confirm that a checkbox acknowledgment at checkout creates a binding agreement under California contract law (clickwrap agreement enforceability). |
| A3 | RUO Disclosure | Liability Limitation | Verify that this liability limitation is enforceable under California law, particularly regarding consumer protection statutes. |
| A4 | Terms of Service | Entire document | Entire document should be reviewed for enforceability under California law and compliance with consumer protection regulations. |
| A5 | Terms of Service | 2.4 Compliance | Confirm whether we need specific language about DEA-scheduled substances or controlled substance analogs. Current product catalog should be reviewed against scheduling lists. |
| A6 | Terms of Service | 5.2 Title and Risk of Loss | Confirm risk of loss transfer language is appropriate for e-commerce under California UCC provisions. |
| A7 | Terms of Service | 9. Limitation of Liability | Verify liability cap and exclusions are enforceable under California law. California has specific consumer protection statutes that may limit certain liability exclusions. |
| A8 | Terms of Service | 12.2 Binding Arbitration | Confirm arbitration clause is enforceable and compliant with California consumer arbitration requirements. Consider whether a class action waiver should be included and its enforceability. |
| A9 | Terms of Service | 12.4 Class Action Waiver | Confirm class action waiver enforceability in California, particularly for consumer transactions. |
| A10 | Terms of Service | 15. Contact Information | California Business and Professions Code may require specific disclosures on the website (e.g., physical address, registered agent). Confirm all required disclosures are included. |
| A11 | Privacy Policy | Entire document | Entire document should be reviewed for CCPA compliance and any other applicable privacy law requirements (e.g., state-specific privacy laws that have taken effect). |
| A12 | Privacy Policy | 5. Data Retention | Confirm retention periods comply with California record-keeping requirements and are reasonable under CCPA. |
| A13 | Refund Policy | Entire document | Review for compliance with California consumer protection laws, including California Civil Code sections on refund policies and any specific requirements for displaying refund policies prominently. |
| A14 | Refund Policy | 3.4 Orders Held or Seized | Confirm language regarding seized orders is appropriate and does not create unintended liability. |
| A15 | Refund Policy | 5.1 Refund Method (crypto) | Confirm cryptocurrency refund approach complies with California consumer protection requirements regarding refund currency and timeliness. |
| A16 | Refund Policy | 7. Chargebacks | Confirm chargeback language is compliant with payment processor agreements and does not violate California consumer protection laws. Language must not discourage legitimate disputes. |
| A17 | Shipping Policy | Entire document | Review for compliance with California consumer protection requirements regarding shipping disclosures, particularly California Business and Professions Code sections on delivery timelines and disclosure requirements. |
| A18 | Shipping Policy | 4.3 Hazardous Materials | Confirm hazmat shipping compliance requirements for the specific product catalog. DOT 49 CFR and IATA regulations may apply depending on the specific chemicals being shipped. |
Business Decision Items¶
| # | Document | Section | Flag Text |
|---|---|---|---|
| D1 | RUO Disclosure | Buyer Acknowledgment (item 4) | Should the age requirement be 18+ or 21+? 18 is standard for most RUO suppliers, but 21 may provide additional protection. |
| D2 | RUO Disclosure | Contact | Confirm compliance email address. |
| D3 | Terms of Service | 3.1 Age Requirement | Confirm age requirement is 18+. Some jurisdictions or product categories may warrant 21+. |
| D4 | Terms of Service | 4.2 Payment Methods | Confirm current accepted payment methods. Will credit/debit cards be added? If so, update this section. |
| D5 | Terms of Service | 4.5 Sales Tax | Determine sales tax collection obligations for California and any other applicable states. Research chemical sales tax treatment varies by jurisdiction. |
| D6 | Terms of Service | 12.2 Binding Arbitration | Confirm arbitration provider (JAMS) and venue (specific city in California). |
| D7 | Terms of Service | 12.2 Dispute Resolution | Confirm email address for legal/dispute contacts. |
| D8 | Terms of Service | 15. Contact Information | Confirm support email address and whether a mailing address should be listed. California may require a physical address for certain business disclosures. |
| D9 | Privacy Policy | 2.4 Payment Information | Confirm payment processors being used so we can name them specifically. Naming processors increases transparency. |
| D10 | Privacy Policy | 4.1 Service Providers | List specific third-party providers (e.g., payment processor name, shipping carrier names, analytics platform). Being specific is best practice. |
| D11 | Privacy Policy | 6.7 How to Exercise Your Rights | Confirm privacy request email address and whether a web form will be available. |
| D12 | Privacy Policy | 7.3 Do Not Track Signals | Confirm whether DNT signals will be honored. California law requires disclosure of DNT practices. |
| D13 | Privacy Policy | 11. International Users | Confirm whether international orders will be accepted. If yes, additional privacy disclosures may be needed (e.g., GDPR for EU customers). |
| D14 | Privacy Policy | 13. Contact Us | Confirm privacy email address and whether a physical mailing address should be listed. |
| D15 | Refund Policy | 2.4 Order Not Received | Define specific timeframes for "lost" package claims. Typical is 7-10 business days past estimated delivery for domestic, 20-30 for international. |
| D16 | Refund Policy | 5.1 Refund Method (crypto) | Choose one BTC refund approach: (A) Always refund in USD equivalent via ACH, (B) Always refund in BTC at current rate, or (C) Let the buyer choose. Option A is simplest operationally. Option C is most customer-friendly. This has financial implications depending on BTC price movement. |
| D17 | Refund Policy | 9. Contact Us | Confirm support email address. |
| D18 | Shipping Policy | 2.1 Domestic Shipping | Confirm whether shipping to U.S. territories (Puerto Rico, Guam, USVI, etc.) will be supported. |
| D19 | Shipping Policy | 2.2 International Shipping | If international shipping will be offered in the future, this section needs to be expanded to cover customs, duties, import restrictions, and compliance with international regulations for research chemicals. |
| D20 | Shipping Policy | 2.3 Shipping Restrictions | Identify any state-level restrictions on specific peptides or research chemicals that would affect shipping. This requires a product-by-product regulatory review. |
| D21 | Shipping Policy | 2.4 P.O. Box Deliveries | Confirm whether P.O. Box deliveries should be allowed. Some RUO suppliers require a physical address for compliance/verification purposes. |
| D22 | Shipping Policy | 3.1 Available Shipping Methods | Confirm shipping carriers, methods, and whether flat-rate or calculated shipping will be used. Also decide if free shipping thresholds will be offered (e.g., free standard shipping on orders over $X). |
| D23 | Shipping Policy | 4.2 Temperature-Sensitive Products | Confirm which products require cold-chain shipping and what the additional fees will be. This affects product pricing and shipping cost calculations. |
| D24 | Shipping Policy | 4.3 Hazardous Materials | Identify which products in the catalog are classified as hazardous materials for shipping purposes and confirm carrier agreements for hazmat shipping. |
| D25 | Shipping Policy | 6.1 Signature on Delivery | Set the threshold for signature-required deliveries. Common thresholds are $100, $150, or $250. Consider whether ALL orders should require signature for liability protection. |
| D26 | Shipping Policy | 7.3 Stolen Shipments | Determine policy on stolen packages. Options: (A) Reship once per customer as a courtesy, (B) Require police report and then reship, (C) Refer to carrier for insurance claim. This has cost implications. |
| D27 | Shipping Policy | 11. Contact Us | Confirm support email address. |
Decisions Needed Before Attorney Review¶
Complete this section BEFORE sending documents to the attorney. Circle or write your decision next to each item. These decisions will allow the attorney to review final-form documents rather than drafts with open questions, saving time and money.
Email Addresses and Contact Information¶
These appear across multiple documents. Decide once and apply everywhere.
| Decision | Recommended Default | Your Decision |
|---|---|---|
| Support email (D2, D8, D17, D27) | support@research-relay.com |
_____ |
| Compliance email (D2) | compliance@research-relay.com |
_____ |
| Legal/dispute email (D7) | legal@research-relay.com |
_____ |
| Privacy email (D11, D14) | privacy@research-relay.com |
_____ |
| Physical mailing address on site? (D8, D14) | Yes -- CA law likely requires it (attorney to confirm) | Yes / No |
| Privacy request web form? (D11) | Yes -- build into MedusaJS site | Yes / No |
Age Requirement¶
| Decision | Recommended Default | Your Decision |
|---|---|---|
| Minimum buyer age (D1, D3) | 18+ (industry standard for RUO) | 18+ / 21+ |
Payment and Financial¶
| Decision | Recommended Default | Your Decision |
|---|---|---|
| Accepted payment methods at launch (D4) | BTC, Lightning, and ACH only | _____ |
| Add credit/debit cards later? (D4) | Not at launch (update docs if added) | Yes / No / Later |
| Payment processors to name (D9, D10) | List here: _____ | _____ |
| BTC refund approach (D16) | Option A: USD equivalent via ACH (simplest) | A / B / C |
| Sales tax (D5) | Collect in CA; consult CPA for other states | _____ |
Shipping Decisions¶
| Decision | Recommended Default | Your Decision |
|---|---|---|
| Ship to U.S. territories? (D18) | No at launch (simplifies compliance) | Yes / No |
| International shipping? (D13, D19) | No at launch | Yes / No |
| Allow P.O. Box delivery? (D21) | No -- require physical address for RUO compliance | Yes / No |
| Shipping carriers and methods (D22) | USPS Priority, UPS 2-Day, UPS Next Day Air | _____ |
| Free shipping threshold? (D22) | No free shipping at launch | $ _ / No |
| Signature requirement threshold (D25) | All orders require signature ($0 threshold) | $ _ / All |
| Stolen package policy (D26) | Option B: Require police report, then reship once | A / B / C |
| Lost package claim timeframe (D15) | 10 business days past estimated delivery (domestic) | _ days |
Product and Regulatory¶
| Decision | Recommended Default | Your Decision |
|---|---|---|
| State-level shipping restrictions? (D20) | Provide product catalog to attorney for review | Notes: _____ |
| Products requiring cold-chain? (D23) | Identify from catalog and set fees | Notes: _____ |
| Hazmat-classified products? (D24) | Identify from catalog; confirm carrier agreements | Notes: _____ |
| Honor Do Not Track signals? (D12) | Yes (current draft says yes) | Yes / No |
Third-Party Providers¶
List specific providers so they can be named in the Privacy Policy (D9, D10):
| Provider Type | Provider Name |
|---|---|
| BTC/Lightning payment processor | _____ |
| ACH payment processor | _____ |
| Shipping carriers | _____ |
| Email service provider | _____ |
| Analytics platform | _____ |
| Cloud hosting provider | _____ |
Dispute Resolution¶
| Decision | Recommended Default | Your Decision |
|---|---|---|
| Arbitration provider (D6) | JAMS (already in draft) | _____ |
| Arbitration venue city (D6) | [Your city], California | _____ |
Questions for Attorney¶
The following items require attorney review and are grouped by legal topic. Reference numbers (A1-A18) correspond to the summary table above.
General Document Review¶
- A1, A4 -- Review the RUO Disclosure and Terms of Service in their entirety for enforceability and completeness under California law and consumer protection regulations.
- A11 -- Review the Privacy Policy for full CCPA/CPRA compliance and any other applicable state privacy laws.
- A13 -- Review the Refund Policy for compliance with California consumer protection laws, including California Civil Code sections on refund policies and display requirements.
- A17 -- Review the Shipping Policy for compliance with California Business and Professions Code regarding shipping disclosures, delivery timelines, and disclosure requirements.
Contract Formation and Enforceability¶
- A2 -- Does a checkbox acknowledgment at checkout (clickwrap) create a binding agreement under California contract law? What specific implementation requirements apply (e.g., placement, font size, scroll-through)?
- A3, A7 -- Are the liability limitations in the RUO Disclosure and Terms of Service enforceable under California law, particularly given California consumer protection statutes? What limitations, if any, apply?
Controlled Substances and Product Compliance¶
- A5 -- Do we need specific language regarding DEA-scheduled substances or controlled substance analogs? The product catalog should be reviewed against federal and California scheduling lists. Action: Provide the attorney with the full product catalog.
Payment and Refund Compliance¶
- A15 -- Does our cryptocurrency refund approach comply with California consumer protection requirements regarding refund currency and timeliness? Are there specific rules about refunding in a different currency/form than the original payment?
- A16 -- Is our chargeback language compliant with payment processor agreements and California consumer protection laws? Does any language risk being interpreted as discouraging legitimate disputes?
Dispute Resolution¶
- A8 -- Is the binding arbitration clause enforceable under California consumer arbitration requirements?
- A9 -- Is the class action waiver enforceable in California for consumer transactions? What are the risks?
Liability and Risk of Loss¶
- A6 -- Is the risk-of-loss transfer language (title passes to buyer upon delivery to carrier) appropriate for e-commerce under California UCC provisions?
- A14 -- Is the language regarding orders seized by customs/law enforcement appropriate, and does it create any unintended liability?
Privacy and CCPA¶
- A12 -- Do our data retention periods (7 years for orders/RUO records, 3 years for communications, 24 months for analytics) comply with California record-keeping requirements and CCPA?
Shipping and Hazmat Compliance¶
- A18 -- What are the hazmat shipping compliance requirements for our specific product catalog under DOT 49 CFR and IATA regulations? Action: Provide the attorney or a regulatory consultant with the full product catalog for classification.
Required Business Disclosures¶
- A10 -- What specific disclosures does California Business and Professions Code require on the website? Does this include a physical address, registered agent information, or other identifiers? What are the consequences of non-compliance?
Estimated Budget¶
Based on the scope of work (review of 5 interconnected compliance documents for a California e-commerce LLC selling research chemicals), the estimated attorney cost is:
| Scope | Estimated Cost |
|---|---|
| Document review and redlining (5 documents) | $400 -- $800 |
| Specific legal questions (arbitration, CCPA, liability caps, crypto refunds) | $200 -- $400 |
| Product catalog regulatory review (controlled substances, hazmat) | $100 -- $300 |
| Total estimated range | $700 -- $1,500 |
Notes on reducing cost:
- Complete ALL business decisions above before sending to the attorney. Open questions generate billable back-and-forth.
- Send all 5 documents together as a package, not one at a time.
- Provide your product catalog alongside the documents so the attorney can address A5 (DEA scheduling) and A18 (hazmat) in the same engagement.
- If the attorney quotes above $1,500, ask them to prioritize: (1) California enforceability of the Terms of Service, (2) CCPA compliance in the Privacy Policy, and (3) the controlled substance/DEA question. The shipping and refund policies carry lower legal risk.
Suggested Cover Letter to Attorney¶
Below is a template you can adapt when sending the documents.
Subject: Review of E-Commerce Compliance Documents -- Research Relay LLC
Dear [Attorney Name],
I am the [owner/managing member] of Research Relay LLC, a California LLC preparing to launch an e-commerce website at research-relay.com. We sell Research Use Only (RUO) research chemicals and peptides for legitimate laboratory and scientific research purposes. We accept Bitcoin/Lightning and ACH payments. We ship domestically (United States only at launch).
I have attached five compliance documents that will be published on our website and need your review before we go live:
- RUO Disclosure -- Buyer acknowledgment that products are for research use only
- Terms of Service -- Site and purchase terms, liability, dispute resolution
- Privacy Policy -- CCPA/CPRA compliant data practices
- Refund Policy -- Return and refund terms for research materials
- Shipping Policy -- Domestic shipping terms and procedures
I have also attached:
- This attorney review package, which consolidates all open questions and flags across the five documents
- Our product catalog [attach separately], which you will need to review for DEA scheduling concerns and hazmat shipping classification
What I need from you:
- Review all five documents for enforceability under California law
- Address the specific legal questions listed in the "Questions for Attorney" section of the review package (items A1-A18)
- Flag anything I have missed or that creates unintended legal risk
- Redline or provide recommended language changes directly in the documents
Key areas of concern:
- California enforceability of our Terms of Service (especially arbitration clause, class action waiver, and liability caps)
- CCPA/CPRA compliance in our Privacy Policy
- Whether our product catalog triggers any DEA scheduling or controlled substance analog concerns
- Cryptocurrency refund compliance under California consumer protection law
- Clickwrap agreement enforceability for the RUO checkout acknowledgment
All business decisions have been made and are noted in the documents. The "Decisions Needed" section of the review package shows our choices.
Please let me know your estimated timeline and fee for this engagement. My budget expectation is in the $700-$1,500 range for the full package review.
Thank you,
[Your Name] [Your Title], Research Relay LLC [Your Email] [Your Phone]
Checklist Before Sending¶
- All business decisions in the "Decisions Needed" section above are completed
- Email addresses are finalized and consistent across all 5 documents
- Product catalog is prepared as a separate attachment
-
[DATE]placeholders in all 5 documents are updated to the current date - Physical mailing address decision is made (required for CA businesses)
- Payment processor names are confirmed for the Privacy Policy
- All 5 compliance documents are exported/printed for attorney
- This review package is printed/included with the documents