Terms of Sale

Acceptance of Terms

Scope and acceptance

These Terms govern the sale of research-use-only products and services by DuneX to Customer. Customer is deemed to have accepted these Terms by:

• Placing an order with DuneX;
• Signing a quotation, proposal, statement of work, or similar ordering document issued by DuneX;
• Issuing a purchase order referencing a DuneX quotation;
• Accepting delivery of any product, service, report, data, or project deliverable from DuneX.

The specific details of each research-use-only project, including scope, deliverables, timelines, pricing, and customer-provided materials, will be described in a quotation, proposal, statement of work, or other written ordering document issued or accepted by DuneX.

Entire agreement and conflicting terms

These Terms, together with the applicable quotation, statement of work, purchase order accepted by DuneX, and any additional written terms expressly agreed by DuneX, constitute the contract between the parties for the applicable order.

Any additional or different terms contained in Customer’s purchase order, procurement portal, vendor form, or other document are expressly rejected and will not apply unless specifically accepted in writing by DuneX.

In the event of conflict, a separately signed agreement between the parties controls over the quotation and these Terms. The quotation controls over these Terms only for the specific order covered by that quotation.

Orders and Project Performance

Orders and acceptance

All orders are subject to DuneX’s acceptance and availability of capacity, materials, instruments, and technical feasibility. DuneX may accept an order by:

• Issuing an order confirmation;
• Signing or approving the applicable quotation or statement of work;
• Beginning performance of the work.

Once DuneX has accepted an order, Customer may not cancel, reschedule, or materially change the order without DuneX’s prior written consent.

Performance of services

DuneX will perform its obligations in accordance with the applicable quotation or statement of work, applicable laws and regulations, and industry standards appropriate for research-use-only laboratory services.

Unless otherwise stated in a quotation, DuneX retains exclusive control over the manner, methods, processes, workflows, screening strategy, assay design, FACS gating approach, selection conditions, analytical methods, and technical details used to perform the services.

DuneX may subcontract portions of the work to qualified third parties, provided that DuneX remains responsible for performance by such subcontractors in accordance with the applicable contract.

Change orders

Any material change to project scope, target, antigen format, selection strategy, deliverables, timeline, or pricing may require a written change order or revised quotation.

Change orders may specify revised fees, additional materials, new feasibility considerations, adjusted milestones, or timeline changes.

Customer Materials

Customer may provide DuneX with biological, chemical, informational, or other materials required for a project. These may include:

• Antigens, proteins, peptides, receptors, ligands, or target fragments;
• Biotinylated, labeled, tagged, or modified proteins;
• Reference antibodies, benchmark binders, competitor molecules, or control proteins;
• DNA, plasmids, sequences, construct files, or expression information;
• Buffers, reagents, cofactors, assay components, or special handling instructions;
• Project data, protocols, target information, or experimental requirements.

Customer represents and warrants that it has all rights, licenses, consents, permissions, and approvals necessary to provide Customer Materials to DuneX and to allow DuneX to use them for the applicable project.

DuneX and its representatives will use Customer Materials solely as reasonably necessary to perform the applicable contract, unless otherwise authorized in writing.

Unless otherwise stated in the quotation, Customer is responsible for shipping Customer Materials to DuneX’s designated facility with appropriate packaging, documentation, and compliance with applicable shipping, biosafety, biosecurity, import/export, and hazardous-materials requirements.

Unless otherwise agreed in writing, DuneX may retain, return, or destroy Customer Materials after completion of the project in accordance with internal policies, project needs, and applicable safety requirements. Long-term storage may require a separate written agreement and additional fees.

Shipping and Delivery

Inbound materials

Customer is responsible for properly packaging and shipping Customer Materials to DuneX. Customer must provide accurate labels, sample IDs, storage conditions, biosafety information, and any required safety documentation.

Customer should not ship materials until project scope, shipping conditions, and receipt timing have been confirmed by DuneX.

Outbound physical deliverables

If a project includes shipment of physical products or materials from DuneX to Customer, shipping terms will be stated in the applicable quotation. Unless otherwise stated, physical products are shipped from DuneX’s facility using a commercially reasonable carrier and shipping method.

Risk of loss or damage passes to Customer when physical products are transferred to the carrier, unless otherwise specified in the quotation or required by applicable law.

DuneX is not responsible for carrier delays, customs clearance delays, weather disruptions, import restrictions, or other logistics events outside DuneX’s reasonable control, but may use commercially reasonable efforts to support Customer in resolving shipping issues.

Most DuneX deliverables, including reports, sequence files, enrichment summaries, and data packages, are delivered electronically unless physical delivery is specifically agreed.

Fees, Taxes, and Expenses

Fees

Fees for products and services are set forth in the applicable quotation, proposal, invoice, or statement of work. Certain fees may be designated as non-refundable, non-cancellable, milestone-based, or payable in advance.

Fees are exclusive of all sales, use, value-added, withholding, customs, duties, import, export, and similar taxes or governmental charges unless otherwise stated.

If any such amounts are due in connection with an order, they are Customer’s responsibility. If DuneX is required to pay or collect them, they may be added to DuneX’s invoice.

Expenses

If the quotation provides for reimbursement of expenses, Customer will reimburse DuneX for reasonable, documented out-of-pocket expenses incurred in performing the project, including special reagents, shipping, third-party services, or other project-specific costs.

Payment

All invoices must be paid in U.S. dollars according to the payment schedule stated in the quotation, invoice, statement of work, or other written agreement.

Unless otherwise stated, standard payment terms are Net 15 to Net 30 days from the invoice date. Prepayment, deposits, or milestone payments may be required for custom, large, long-duration, or capacity- reserved projects.

If Customer fails to pay any invoice when due, DuneX may, without limiting its other rights:

• Suspend project work, data delivery, sample shipment, or future orders;
• Cancel or terminate the applicable order or contract;
• Charge interest on unpaid amounts at 1% per month, or the maximum rate permitted by law if lower;
• Recover reasonable collection costs, where permitted by law.

DuneX may invoice up-front fees, milestone payments, project completion fees, or final delivery fees according to the applicable quotation or statement of work.

Limited Warranty and Disclaimers

Limited warranty

Except as otherwise specified in a quotation, DuneX warrants that it will perform services in a professional manner consistent with research-use-only laboratory standards and the applicable written project scope.

If physical products are delivered, DuneX warrants that such products will substantially conform to the written specifications provided by DuneX at delivery, if any, for thirty (30) days after receipt unless a different period is expressly stated in the quotation.

Scientific outcome disclaimer

Customer acknowledges that antibody discovery, yeast display screening, affinity maturation, protein engineering, and related research workflows involve biological systems and scientific uncertainty.

DuneX does not guarantee that any project will produce binders, affinity improvements, specific sequences, a particular enrichment profile, desired specificity, desired developability, or any particular scientific, regulatory, commercial, or business outcome.

Disclaimer of other warranties

Except for the limited warranty expressly stated above, DuneX makes no warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty as to the results or outputs obtained from use of the products or services.

If DuneX performs services according to Customer’s instructions, targets, antigens, sequences, materials, or specifications, DuneX is not responsible for the suitability, sufficiency, legality, ownership, or scientific validity of such Customer-provided materials or instructions.

Warranty Exclusions and Exclusive Remedy

The limited warranty does not apply if DuneX determines that products, materials, data, or deliverables have been affected by:

• Misuse, mishandling, improper storage, or use contrary to written instructions;
• Accident, negligence, contamination, degradation, shipping damage, or force majeure after delivery;
• Modification by anyone other than DuneX;
• Customer-provided materials, sequences, targets, antigens, protocols, or instructions;
• Biological variability or technical limitations inherent to the project.

Customer’s exclusive remedy, and DuneX’s sole liability, for a breach of limited warranty will be, at DuneX’s option:

• Re-performance of the affected service, where commercially and scientifically reasonable;
• Replacement of the nonconforming product, if applicable;
• Issuance of a credit or refund of the applicable fees paid for the affected portion of the project.

Warranty claims must be made in writing within the applicable warranty period and include sufficient detail for DuneX to evaluate the claim.

Research Use Only and Product Restrictions

Unless expressly agreed in a separate written agreement signed by DuneX, all products, services, data, sequences, binders, reports, and deliverables are for Customer’s internal research use only.

They are not intended for:

• Human or animal clinical, diagnostic, therapeutic, or prophylactic use;
• In vivo applications in humans;
• Use as components of diagnostic kits;
• Clinical manufacturing, quality control, or release of commercial pharmaceuticals or diagnostics;
• Regulatory submissions unless separately agreed in writing;
• Any use prohibited by applicable law.

DuneX does not seek or obtain FDA, EMA, or other regulatory approvals for products or services and does not validate them for clinical use.

Customer is solely responsible for ensuring that its use of products, deliverables, binders, sequences, data, and reports complies with all applicable laws, institutional policies, biosafety requirements, and third-party rights.

Suitability, Safety, and Handling

Customer is solely responsible for:

• Determining whether products and services are suitable for Customer’s intended research purposes;
• Conducting appropriate risk assessments;
• Following biosafety, chemical safety, institutional, and environmental health and safety guidelines;
• Training personnel and warning them of potential hazards;
• Following any written handling, storage, or use instructions provided by DuneX.

Customer agrees not to provide hazardous, infectious, clinical, diagnostic, human-derived, controlled, restricted, or regulated materials unless DuneX has approved such materials in writing in advance.

No Redistribution, Reverse Engineering, or Competitive Use

Customer may not resell, transfer, distribute, sublicense, or make products or deliverables available to any third party except to a bona fide research collaborator or contract research provider performing work solely for Customer and bound by written restrictions at least as protective as these Terms.

Customer will not:

• Reverse engineer, deconvolute, or attempt to determine the design of DuneX libraries, workflows, platforms, or methods;
• Use DuneX products, outputs, reports, or deliverables for competitive analysis;
• Use DuneX products, outputs, reports, or deliverables to develop competing products or services;
• Remove, obscure, or alter any proprietary notices, label licenses, or use restrictions.

Intellectual Property Rights

DuneX technology

Customer acknowledges that it is paying for products, services, and deliverables, not for ownership of DuneX’s underlying platform technologies, protocols, library designs, screening workflows, selection strategies, gating methods, analytical pipelines, software tools, trade secrets, or know-how.

DuneX and its licensors retain all intellectual property rights in DuneX’s platforms, libraries, protocols, workflows, vector designs, selection systems, analytical methods, software, improvements, and generalizable process know-how.

Customer-owned materials and project results

Customer retains ownership of Customer Materials provided to DuneX, subject to DuneX’s rights to use them for the applicable project.

Unless otherwise stated in a signed agreement or quotation, Customer owns the specific final binder sequences, project-specific reports, and project-specific data generated and delivered by DuneX for Customer after full payment of all applicable fees, subject to DuneX’s retained rights in its background technology and general know-how.

License to use deliverables

Subject to full payment and compliance with these Terms, DuneX grants Customer a limited, non-exclusive, non-transferable, royalty-free license to use DuneX-owned intellectual property embodied in written deliverables solely for Customer’s internal research purposes.

Reservation of rights and third-party IP

Except as expressly stated in these Terms or an applicable signed agreement, no right or license under DuneX’s or any third party’s intellectual property rights is granted or implied.

Customer is solely responsible for determining whether its intended use of any target, antigen, binder, sequence, assay, reagent, label, expression system, or deliverable requires additional third-party licenses and for obtaining such rights if required.

Confidentiality

In the course of a project, either party may disclose confidential information to the other party, including technical data, protocols, designs, sequences, screening plans, targets, antigens, analysis results, business information, and financial information.

“Confidential Information” means non-public information that is marked confidential, identified as confidential at the time of disclosure, or reasonably should be understood to be confidential based on its nature or the circumstances of disclosure.

Confidentiality obligations

The receiving party will:

• Use Confidential Information only as necessary to perform or exercise rights under the applicable contract;
• Not disclose Confidential Information except to representatives with a need to know and comparable obligations;
• Protect Confidential Information with reasonable care and at least the same care used for its own similar information.

Exclusions

Confidential Information does not include information that is publicly known, already lawfully possessed, received from a third party without breach, independently developed without use of Confidential Information, or required to be disclosed by law.

Customer agrees not to provide individually identifiable health information, protected health information, clinical samples, or patient data unless DuneX has agreed in writing to receive such information under an appropriate agreement.

Privacy

DuneX may collect and process personal information in accordance with its Privacy Policy, as posted on DuneX’s website and updated from time to time.

Customer is responsible for ensuring that any personal information provided to DuneX is collected and shared in compliance with applicable privacy and data-protection laws.

Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless DuneX and its affiliates, officers, directors, employees, contractors, and agents from and against any losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Customer’s breach of the contract or these Terms;
• Customer’s use of products, services, binders, sequences, data, reports, or deliverables;
• Customer’s use of any deliverable for prohibited clinical, diagnostic, therapeutic, or regulatory purposes;
• Customer Materials, Customer instructions, Customer-provided sequences, antigens, targets, or designs;
• Allegations that Customer Materials or Customer instructions infringe or violate third-party rights;
• Customer’s failure to obtain required licenses, approvals, permits, or institutional authorizations;
• Customer’s gross negligence, willful misconduct, or violation of applicable law.

DuneX Indemnification

DuneX agrees to indemnify, defend, and hold harmless Customer from third-party claims to the extent arising directly from DuneX-owned, general-purpose platform methods infringing third-party intellectual property rights, excluding claims arising from:

• Customer Materials or Customer-supplied designs, sequences, antigens, targets, or instructions;
• Customer’s use of products or deliverables;
• Customer’s modifications, combinations, or downstream applications;
• Third-party rights relating to Customer’s selected target, antigen, binder, reagent, assay, or field of use.

Each party’s indemnification obligations are conditioned on the indemnified party promptly notifying the indemnifying party of the claim, allowing the indemnifying party to control the defense and settlement, and providing reasonable cooperation at the indemnifying party’s expense.

Limitations of Liability

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost data, lost opportunities, business interruption, failed experiments, failed research programs, or loss of goodwill, whether in contract, tort, or otherwise, arising from or relating to the contract, products, services, or deliverables.

DuneX’s total aggregate liability for all claims arising out of or relating to a contract, order, quotation, product, service, or deliverable will be limited to the total fees actually paid by Customer to DuneX under the applicable quotation giving rise to the claim.

The limitations above do not apply to liability that cannot be limited under applicable law.

Termination, Suspension, and Cancellation

Termination for cause

Either party may terminate the applicable contract or quotation if the other party materially breaches the contract and fails to cure the breach within thirty (30) days after written notice, or becomes insolvent, enters bankruptcy proceedings, or ceases substantially all business operations.

Suspension for non-payment

DuneX may suspend work, delivery, sample shipment, data transfer, or future orders immediately if Customer fails to pay invoices when due.

Cancellation by Customer

Once DuneX has begun work, reserved capacity, ordered special materials, or committed non-cancellable costs, Customer may not cancel without paying for work performed and committed costs.

Technical or scientific impracticability

DuneX will use commercially reasonable efforts to perform the project but does not guarantee any particular scientific outcome. If DuneX determines that a project is technically or scientifically impracticable despite reasonable efforts, DuneX may terminate or revise the affected scope upon written notice.

Fees and expenses accrued or committed up to the date of termination remain due and non-refundable unless otherwise stated in the applicable quotation.

Export Control

Customer acknowledges that products, data, software, technical information, biological materials, and deliverables provided by DuneX may be subject to U.S. and other export control and sanctions laws.

Customer agrees that it will not, directly or indirectly:

• Export, re-export, transfer, or otherwise make available any products, data, technology, or deliverables to any prohibited person, entity, destination, or end use;
• Use products, data, technology, or deliverables in any way that would cause DuneX to violate export control or sanctions laws.

Customer is solely responsible for compliance with all applicable export control and sanctions laws in connection with its use of products and deliverables.

General Provisions

Relationship of the parties. The parties are independent contractors. The contract does not create a partnership, joint venture, agency, fiduciary, or employment relationship.

Force majeure. DuneX will not be liable for delay or failure to perform due to causes beyond its reasonable control, including supply chain disruptions, instrument failure, labor disputes, pandemics, natural disasters, shipping delays, government actions, or acts of God.

Equitable relief. Customer acknowledges that breach of use restrictions, confidentiality obligations, intellectual property provisions, or competitive-use restrictions may cause irreparable harm to DuneX. DuneX may seek injunctive or equitable relief in addition to any other remedies.

Governing law and venue. These Terms and the applicable contract are governed by the laws of the State of California, USA, without regard to conflict-of-law rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Alameda County, California for disputes not subject to arbitration or where court intervention is required.

Assignment. Customer may not assign the contract without DuneX’s prior written consent, except to a successor in connection with a merger or sale of substantially all relevant assets. DuneX may assign the contract without Customer’s consent.

Subcontracting. DuneX may subcontract performance of any part of the contract while remaining responsible for subcontractor performance.

No waiver. Failure to enforce a provision does not constitute a waiver of that provision or any other provision.

Severability. If any provision is held invalid or unenforceable, the remainder of the contract will remain in full force and effect.

Amendments. DuneX may update these Terms from time to time for future orders. Changes do not affect accepted orders already in place unless expressly agreed in writing.

Survival. Provisions relating to payment obligations, product use restrictions, intellectual property, confidentiality, privacy, indemnification, limitation of liability, export control, and general provisions survive expiration or termination.