DuneX Biosciences

Terms of Sale

Research Use Only (RUO) Products and Services – Terms and Conditions of Sale

1. Acceptance of Terms

1.1 Scope and Acceptance

These terms and conditions (the “Terms”) govern the sale of research use only products and services by DuneX Biosciences LLC (“DuneX”) to the person or entity purchasing such products or services (“Customer”, and together with DuneX, the “Parties”, and each, a “Party”).

Customer is deemed to have accepted these Terms by:

Placing an order with DuneX,
Signing a quotation, statement of work (“SOW”), or similar ordering document issued by DuneX, or
Accepting delivery of any product or service from DuneX.

The specific details of the research use only engineered cell products, CRISPR libraries, screening services, Sleeping Beauty engineering services, and any related deliverables (collectively, the “Products” or “Services”, as applicable) will be described in DuneX’s quotation to Customer and may be further described in an SOW or similar document agreed to in writing by the Parties (each, a “Quotation”).

1.2 Entire Agreement; Conflicting Terms

These Terms, together with:

The applicable Quotation(s),
Any SOW or similar document referenced in a Quotation and signed by both Parties, and
Any additional terms expressly agreed in writing by DuneX

are collectively the “Contract” and constitute the entire agreement between the Parties with respect to the subject matter hereof.

Any additional or different terms contained in Customer’s purchase order, procurement portal, or other documents are hereby expressly rejected and will not apply, whether or not DuneX objects to them separately.

In the event of conflict:

A separately signed agreement between the Parties covering the same subject matter (e.g., MSA) controls over both the Quotation and these Terms.
The Quotation controls over these Terms, but only for the specific order covered by that Quotation.

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.

Orders

2.1 Orders and Acceptance

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

Issuing an order confirmation;
Signing the applicable Quotation or SOW; or
Beginning performance of the work.

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

2.2 Performance of Products and Services

DuneX will perform its obligations under the Contract, including manufacture of custom Products and provision of Services, in accordance with:

The applicable Quotation or SOW;
Applicable laws and regulations; and
Industry standards appropriate for research use only (RUO) laboratory products and services.

Except as otherwise set forth in a Quotation, DuneX retains exclusive control over the manner, methods, processes, and details of performance, including assay design, cloning strategies, screening workflow, and analytical pipelines. Customer will not have the right to control DuneX’s internal processes or methods.

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 Contract.

2.3 Change Orders

Any material change to a Quotation (including changes to design, parental cell lines, targets, assay format, deliverables, timeline, or pricing) will require a written change order signed by both Parties (a “Change Order”).

Each Change Order will specify:

The changes requested,
Any impact on Fees, timelines, or feasibility, and
Any change, if applicable, to existing milestones.

DuneX may charge additional change fees and/or incremental costs arising from the requested changes. Any such fees or cost adjustments will be specified in the Change Order or Quotation and will prevail over conflicting language in these Terms.

2.4 Customer Materials

Customer may provide DuneX with certain biological or other materials (including cell lines, plasmids, DNA, data, protocols, or reagents) as identified in the applicable Quotation (“Customer Materials”).

DuneX and its employees, agents, and subcontractors (“Representatives”) will use Customer Materials solely to perform the Contract.
Unless otherwise stated in the Quotation, Customer is responsible for shipping Customer Materials to DuneX under DDP (Incoterms® 2020) terms to DuneX’s designated facility, with appropriate packaging and compliance with applicable shipping and biosafety regulations.
Customer represents and warrants that it has all rights, licenses, consents, and approvals necessary to provide Customer Materials to DuneX and to permit DuneX to use them as contemplated under the Contract.

Unless otherwise agreed in the Quotation, DuneX may retain or destroy Customer Materials after completion of the order in accordance with its internal policies; where long-term storage is requested, additional storage fees may apply as specified in the Quotation.

2.5 Shipping and Delivery of Physical Products

Unless otherwise stated in the Quotation, all Products are shipped FCA DuneX’s facility (Incoterms® 2020).

Delivery occurs when DuneX loads the Products onto the carrier at DuneX’s facility. At that point, risk of loss and damage passes to Customer.
Title to applicable physical Products passes to Customer upon such delivery to the carrier.
DuneX is not responsible for delays in transit, customs clearance, or other logistics outside its control, but will use commercially reasonable efforts to support Customer in resolving shipping issues with the carrier.

Unless otherwise stated in the Quotation, all Products are shipped FCA DuneX’s facility (Incoterms® 2020).

Delivery occurs when DuneX loads the Products onto the carrier at DuneX’s facility. At that point, risk of loss and damage passes to Customer.
Title to applicable physical Products passes to Customer upon such delivery to the carrier.
DuneX is not responsible for delays in transit, customs clearance, or other logistics outside its control, but will use commercially reasonable efforts to support Customer in resolving shipping issues with the carrier.

Fees, Taxes, and Other Charges

3.1 Fees

Fees for Products and Services (the “Fees”) are as set forth in the applicable Quotation. Certain Fees may be expressly designated as non-refundable or non-cancellable; such designations will control.

Fees are exclusive of all:

Sales, use, value-added, and similar taxes;
Duties and customs fees; and
Other governmental charges.

If any such amounts are due in connection with the order, they are the responsibility of Customer. If DuneX is required to pay them, they will be added to DuneX’s invoice.

3.2 Expenses

If the Quotation provides for reimbursement of expenses (for example, shipping, special reagents, or on-site work), Customer will promptly reimburse DuneX for reasonable, documented out-of-pocket expenses incurred in performing its obligations.

Unless otherwise stated in the Quotation, DuneX may invoice reimbursable expenses as they are incurred.

4. Payment

All invoices must be paid in U.S. dollars within thirty (30) days of the invoice date, unless a different schedule is specified in the Quotation.

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

Suspend work, delivery, or future orders;
Cancel the applicable order or Contract; and/or
Charge interest on unpaid amounts from the due date until paid at a rate of 1% per month (12% per year) or, if lower, the maximum rate permitted by applicable law.

Unless otherwise stated in the Quotation, DuneX may invoice:

Up-front fees according to milestones specified in the Quotation; and/or
The remaining Fees upon substantial completion or when Products are ready for shipment or reports are ready for delivery.

Warranties; Disclaimers; Remedies

5.1 Limited Warranty

Except as otherwise specified in the Quotation, DuneX warrants that:

Custom Products will conform to the written specifications for such Products as set forth in the quality control documentation provided with the delivery, when used under normal conditions in Customer’s laboratory; and
This warranty period will last for thirty (30) days from Customer’s receipt of the Product, unless a different period is expressly stated in the Quotation.

This warranty applies only to the Product as supplied by DuneX.

THIS LIMITED WARRANTY IS EXCLUSIVE. DUNEX MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

ANY IMPLIED WARRANTIES OF MERCHANTABILITY;
FITNESS FOR A PARTICULAR PURPOSE;
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; OR
ANY WARRANTY AS TO THE RESULTS OR OUTPUTS OBTAINED FROM USE OF THE PRODUCTS OR SERVICES.

If DuneX manufactures Products or performs Services according to instructions, designs, targets, sequences, cell lines, or specifications provided by Customer, DuneX has no responsibility for:

The suitability, sufficiency, or scientific validity of such instructions or designs; or
The fitness of resulting Products or deliverables for any particular purpose.

5.2 Warranty Exclusions and Exclusive Remedy

The warranty in Section 5.1 does not apply if DuneX determines that:

The Products have been misused, mishandled, improperly stored, or used contrary to DuneX’s written instructions;
Defects result from accident, negligence, or force majeure after delivery; or
The Product has been modified by anyone other than DuneX.

Customer’s exclusive remedy, and DuneX’s sole liability, for Products that fail to meet the limited warranty, as determined by DuneX using reasonable analytical methods, will be, at DuneX’s option:

Replacement of the nonconforming Products; or
Issuance of a credit or refund of the applicable Fees.

DuneX may require Customer to return or destroy the Product in accordance with DuneX’s instructions before issuing a replacement or credit.

Warranty claims must be:

Made in writing within the warranty period; and
Submitted within thirty (30) days after Customer discovers the non-conformity.

5.3 Product Returns

Products may be returned only with DuneX’s prior written authorization and only for warranty-related reasons as described above. DuneX reserves the right to test or inspect Products before authorizing any return.

If DuneX determines that Products meet specifications and were properly used, no return, replacement, or credit will be authorized

5.4 Technical Assistance

Any technical assistance, experimental suggestions, design input, or scientific discussion provided by DuneX is provided as a courtesy and does not change the allocation of responsibilities under the Contract. Customer remains solely responsible for:

Experimental design and interpretation in its own laboratory; and
Downstream use of Products and data.

DuneX makes no warranty regarding any such technical assistance or information.

6. Product Use and Restrictions

6.1 Research Use Only

Unless expressly agreed in a separate written agreement signed by DuneX, all Products and Services are for Customer’s internal research use only and are not for:

Human or animal clinical, diagnostic, therapeutic, or prophylactic use;
In vivo applications in humans;
Use as components of diagnostic kits; or
Quality control or release of commercial pharmaceuticals or diagnostics.

DuneX does not seek or obtain regulatory approvals (e.g., FDA, EMA) for Products or Services and does not validate them for clinical use. Customer is solely responsible for ensuring its use of the Products or deliverables complies with all applicable laws and regulations and for obtaining any necessary approvals

6.2 Suitability and Safety

Customer is solely responsible for:

Determining whether Products and Services are suitable for Customer’s intended research purposes;
Conducting appropriate risk assessments and following all biosafety, chemical safety, and institutional guidelines; and
Training its personnel and warning them of any potential hazards.

Customer agrees to follow any written handling or storage instructions provided by DuneX.

6.3 Label Licenses and Third-Party Terms

Certain Products or components may be subject to additional label licenses, intended use statements, or third-party license restrictions (collectively, “Label Licenses”). Any such Label Licenses may be:

Referenced in the Quotation;
Included in Product documentation; or
Posted on DuneX’s website.

Customer agrees to comply with all applicable Label Licenses and understands that such terms are incorporated into the Contract by reference.

6.4 No Redistribution

Customer may not resell, transfer, or distribute Products to any third party, except:

To a bona fide contract research provider performing services solely for Customer, or
To a bona fide research collaborator under written agreement,

and in each case only where such third party is bound in writing by restrictions at least as protective as those in these Terms regarding product use, confidentiality, and intellectual property.

6.5 No Reverse Engineering / Competitive Use

Customer will not:

Deconvolute, reverse engineer, or attempt to determine the composition or underlying design of Products, except as strictly necessary to confirm edit quality or basic identity; or
Use Products or deliverables for competitive analysis or to develop competing products or services.

7. Intellectual Property Rights

7.1 Products and DuneX Technology

Customer acknowledges that:

Customer is paying for Products and Services, not for ownership of DuneX’s underlying platform technologies, methods, or know-how.
DuneX and its licensors own all intellectual property rights in DuneX’s platforms, protocols, screening workflows, vector designs, libraries, algorithms, analysis pipelines, and related know-how used to design, manufacture, or deliver the Products or Services.

Subject to full payment of applicable Fees and compliance with these Terms, DuneX grants Customer a limited, non-exclusive, non-transferable, royalty-free, perpetual license to use:

The delivered Products, and
Any DuneX-owned intellectual property embodied in such Products or in written deliverables,

solely for Customer’s internal research purposes and in accordance with Section 6 and any applicable Label Licenses.

DuneX is free to provide similar or identical products and services to any other customers, subject to confidentiality obligations.

7.2 Improvements and Customer-Owned Results

DuneX retains ownership of:

All improvements, enhancements, or derivative works of its existing technology created in the course of performing the Contract; and
Any DuneX know-how generated while performing the Services, including generalizable process know-how.

Customer will own:

Any new intellectual property that arises solely from Customer’s internal use of the Products and deliverables (e.g., new biological insights, targets, or inventions arising in Customer’s lab), to the extent permitted by law and any applicable third-party licenses.

Customer is solely responsible for evaluating whether and how to seek patent or other forms of protection for such Customer-owned intellectual property.

7.3 Reservation of Rights / Third-Party IP

Except as expressly provided in these Terms or an applicable Quotation:

No right or license under DuneX’s or any third party’s intellectual property rights is granted or implied.
In particular, no license is granted under any third-party patents relating to CRISPR systems, Sleeping Beauty, PiggyBac, viral vectors, or other genome engineering technologies.

Customer is solely responsible for determining whether its intended use requires additional third-party licenses and for obtaining any such rights.

8. Confidentiality and Privacy

8.1 Confidential Information

In the course of the Contract, either Party (“Disclosing Party”) may disclose confidential information to the other Party (“Receiving Party”), including but not limited to:

Technical data, protocols, designs, sequences, screening plans, or analysis results;
Business or financial information;
Customer’s specific targets, project plans, and strategies.

“Confidential Information” means any non-public information disclosed that:

Is designated in writing as confidential or proprietary;
Is identified as confidential at the time of oral disclosure and summarized in writing within 30 days; or
By its nature or circumstances of disclosure reasonably should be understood to be confidential.

DuneX will treat Customer’s specific interest in a given custom Product or target list as Customer’s Confidential Information, subject to the usual exceptions below.

8.2 Obligations

The Receiving Party will:

Use Confidential Information only as necessary to perform under, or exercise rights under, the Contract;
Not disclose Confidential Information to third parties except to Representatives with a need to know who are bound by comparable confidentiality obligations; and
Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar importance, but not less than reasonable care.

Each Party is responsible for breaches by its Representatives.

8.3 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

Was publicly known before disclosure;
Becomes public through no fault of the Receiving Party;
Was already lawfully in the Receiving Party’s possession without duty of confidentiality;
Is obtained from a third party without breach of any obligation; or
Is independently developed without use of the Disclosing Party’s Confidential Information.

8.4 Required Disclosures

The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that, where legally permitted, it:

Gives prompt notice to the Disclosing Party; and
Cooperates (at the Disclosing Party’s expense) in efforts to limit the scope of disclosure.

8.5 Return or Destruction

Upon written request, the Receiving Party will return or destroy Confidential Information, except that:

One archival copy may be retained solely for legal and compliance purposes; and
Back-up copies stored in standard IT back-up systems need not be deleted, provided that they remain subject to these confidentiality obligations.

8.6 Privacy

Customer acknowledges that DuneX’s Privacy Policy (as posted on DuneX’s website and updated from time to time) is incorporated by reference, and that DuneX may collect and process personal information in accordance with that policy.

Customer agrees not to provide to DuneX any individually identifiable health information (e.g., PHI as defined under HIPAA) and will promptly notify DuneX if such information is inadvertently provided so that it may be deleted or returned.

9. Indemnification

9.1 Customer Indemnification

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

Customer’s breach of the Contract, including any violation of Sections 6 (Product Use and Restrictions) or 7 (Intellectual Property Rights);
Customer’s gross negligence, recklessness, or willful misconduct;
DuneX’s manufacture or provision of Products or Services in accordance with Customer’s instructions, specifications, sequences, cell lines, or directions;
DuneX’s use of Customer Materials as permitted by the Contract; or
Customer’s use of any Products or deliverables, except to the extent caused by DuneX’s gross negligence or willful misconduct.

9.2 DuneX Indemnification

DuneX agrees to indemnify, defend, and hold harmless Customer and its affiliates, officers, directors, and employees from and against any third-party claims to the extent arising directly from:

DuneX’s use of DuneX-owned, general-purpose manufacturing or platform methods infringing third-party intellectual property rights,
excluding claims arising from:
Customer Materials or Customer-supplied designs or instructions;
Customer’s use of Products or deliverables; or
Customer’s modifications or combinations with other materials.

Each Party’s indemnification obligations are conditioned on the indemnified Party:

Promptly notifying the indemnifying Party of any claim;
Allowing the indemnifying Party to control the defense and settlement; and
Providing reasonable cooperation at the indemnifying Party’s expense.

10. Limitations of Liability

To the fullest extent permitted by law:

NEITHER PARTY will be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits, lost data, or business interruption), whether in contract, tort, or otherwise, arising from or relating to the Contract or Products, even if advised of the possibility of such damages.
DUNEX’S TOTAL AGGREGATE LIABILITY for all claims arising out of or relating to the Contract 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 will not apply to:

Customer’s breach of Product use restrictions or confidentiality obligations;
Either Party’s indemnification obligations; or
Liability that cannot be limited under applicable law.

11. Termination or Suspension

11.1 Termination for Cause

Either Party may terminate the Contract (or an individual Quotation) if the other Party:

Materially breaches the Contract and fails to cure such breach within thirty (30) days after written notice; or
Becomes insolvent, enters into bankruptcy or similar proceedings, or ceases substantially all business operations.

DuneX may also suspend work or delivery immediately if Customer fails to pay invoices when due.

11.2 Cancellation of Orders by Customer

Unless otherwise stated in the Quotation:

Once DuneX has begun work on a custom Product or Service, Customer may not cancel without paying for all work performed and any committed, non-cancellable costs.
For highly customized work (such as full CRISPR screens, custom libraries, and stable cell line generation), Fees already paid are typically non-refundable. Any more favorable or specific cancellation terms in the Quotation will control.

11.3 Termination for Technical or Scientific Impracticability

DuneX will use commercially reasonable efforts to perform the work, but does not guarantee any particular scientific outcome. If, despite reasonable efforts, DuneX determines that it is not technically feasible to complete a project (e.g., due to cell line instability, sequence constraints, or other technical limitations), either Party may terminate the affected Quotation upon written notice.

In such case:

DuneX will cease work on the affected project; and
All Fees and expenses accrued or committed up to the date of termination remain due and non-refundable, unless otherwise specified in the Quotation.

11.4 Survival

The following provisions survive expiration or termination of the Contract or any Quotation:

Sections 6 (Product Use and Restrictions), 7 (Intellectual Property Rights), 8 (Confidentiality and Privacy), 9 (Indemnification), 10 (Limitations of Liability), 11 (Termination or Suspension), 12 (Export Control), and 13 (General Provisions), as well as any accrued payment obligations.

12. Export Control

Customer acknowledges that Products and technical data provided by DuneX may be subject to U.S. and other export control and sanctions laws (“Export Control Laws”).

Customer agrees that it will not, directly or indirectly:

Export, re-export, transfer, or otherwise make available any Products, data, or technology to any person, entity, or destination prohibited by Export Control Laws; or
Use Products, data, or technology in any way that would cause DuneX to violate Export Control Laws.

Customer is solely responsible for compliance with all Export Control Laws in connection with its use of the Products and deliverables.

13. General Provisions

Relationship of the Parties. The Parties are independent contractors. The Contract does not create a partnership, joint venture, or agency relationship.

Force Majeure. DuneX will not be liable for delays or failure to perform due to causes beyond its reasonable control (including strikes, pandemics, supply chain disruptions, and acts of God).
Equitable Relief. Customer acknowledges that breach of Sections 6, 7, or 8 may cause irreparable harm to DuneX for which monetary damages may be inadequate. DuneX will be entitled to seek injunctive or other equitable relief in addition to any other remedies.
Governing Law and Venue. The Contract is 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 any disputes not subject to arbitration or where court intervention is required.
Assignment. Customer may not assign the Contract or any rights or obligations hereunder 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, remaining responsible for such subcontractors’ performance.
No Waiver. Any failure to enforce a provision of the Contract 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 Contracts already in place for accepted orders unless expressly agreed in writing.