Intero Biosystems Terms and Conditions of Sale and Services

Last updated: February 16, 2026

These Terms and Conditions (“Terms”) apply to all purchases, transfers, and use of Intero products and all services performed by Intero Biosystems, Inc. (“Intero,” “we,” “us”). By submitting a purchase order, signing a quote, accepting a statement of work (“SOW”), or receiving Products or Services, you (“Customer,” “you”) agree to these Terms.

If you have a separate written agreement signed by Intero (e.g., a Master Services Agreement or “MSA”), that agreement controls to the extent it conflicts with these Terms.

  1. Definitions
  • Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
  • Products: Intero organoids and related biological materials, media, reagents, consumables, Documentation, and Certificates of Analysis (“COA”).
  • Organoids: Intero iPSC-derived human intestinal organoids and any variants described in a quote, COA, datasheet, or SOW.
  • Live Products: Products shipped live (not frozen) and intended to be received and placed into culture promptly upon delivery.
  • Services: Fee-for-service work, custom studies, assay execution, data generation, consulting, training, and related work.
  • Documentation: Intero handling guides, protocols, datasheets, and instructions.
  • Specifications: QC/specs stated on the COA, datasheet, quote, or SOW.
  • Deliverables: Outputs from Services (reports, raw/analyzed data, summaries, methods) specified in the SOW.
  • Customer Materials: Compounds, samples, data, protocols, or other materials supplied by Customer for use in Services.
  • Prototype or Beta Products: Any pre-commercial, prototype, pilot, or beta Products identified as such in the quote, COA, or SOW.
  1. Order of Precedence and Rejection of Customer Terms

These Terms govern Products and Services and override any additional or different terms in Customer purchase orders, vendor portals, invoices, click-through terms, or other documents unless Intero expressly agrees in a writing signed by an authorized Intero officer.

If Customer’s Affiliate orders, receives, or uses Products or Services (including at Customer’s direction), the Affiliate is also bound by these Terms and Customer remains responsible for compliance unless Intero signs a separate agreement with that Affiliate.

  1. Quotes, Orders, and No Cancellations
  • Quote validity: Quotes are valid for 30 days unless stated otherwise.
  • Order acceptance: An order is binding when Intero confirms it in writing, reserves capacity/starts production, or ships.
  • No cancellations or changes: Because Products are perishable and production capacity is scheduled, accepted orders and scheduled Services may not be cancelled or modified without Intero’s written consent. If Intero permits cancellation or changes, Customer must cover incurred costs and committed materials/labor.
  1. Pricing, Taxes, and Payment
  • Prices: As stated in the quote, order confirmation, invoice, or SOW.
  • Taxes and fees: Prices exclude shipping, insurance, customs, duties, VAT/GST, and similar charges. Customer is responsible for these charges, except taxes on Intero’s net income. Provide valid exemption certificates if applicable.
  • Payment terms: Unless stated otherwise, invoices are due Net 30. Payment due dates are not contingent on inspection or acceptance. Late payments accrue interest at 1.5% per month (or the maximum allowed by law), plus reasonable collection costs.
  • Currency: U.S. Dollars unless agreed otherwise in writing.
  1. Shipping, Delivery, and Risk of Loss
  • Shipping terms: Unless otherwise stated in a quote, order confirmation, or SOW, all shipments are FCA Intero facility (Incoterms 2020).
  • Coordination and freight charges: Intero will coordinate shipment logistics and, where applicable, may arrange shipping on Customer’s behalf. Freight, insurance (if requested), and any import/customs charges are the responsibility of Customer. Intero may prepay shipping charges and invoice Customer for those amounts, unless otherwise agreed in writing.
  • Risk of loss and title: Title and risk of loss transfer to Customer upon tender of the shipment to the carrier at Intero’s facility (carrier handoff), even if Intero arranges shipping or prepays freight.
  • Delivery readiness: Customer must ensure a trained recipient is available to receive the shipment at delivery and to follow Intero Documentation promptly. Delays in receipt, missed delivery attempts, or improper handling may void any replacement/credit eligibility.
  • Delivery timing: Delivery dates are estimates unless expressly stated otherwise in a SOW signed by Intero.
  1. Inspection, Acceptance, and Claims

Time-sensitive claims are required for biological materials, especially Live Products.

Claims deadlines

  • Shipping issues (within 24 hours): Report shipping damage, missing items, packaging issues, incorrect items, or temperature excursion indicators within 24 hours of delivery.
  • Specification issues (within 5 business days): Report nonconformance with Specifications within 5 business days of delivery (or a shorter period stated on the COA/datasheet).

Live Product handling requirement (first media change)

For Live Products, Customer must place Products into culture promptly upon receipt and perform the first media change in accordance with Intero Documentation. The first media change must occur no later than five (5) calendar days after delivery (or earlier if required by the Documentation). If Customer fails to perform the first media change within this timeframe or otherwise deviates from the Documentation, any warranty, replacement, or credit eligibility may be void.

What to include in a claim

Provide: (i) order number, (ii) photos of shipping container and contents, (iii) COA/lot information, (iv) temperature logger/indicator status (if provided), (v) brief handling notes upon receipt and during initial processing, and (vi) for Live Products, the date/time of the first media change and any relevant observations recorded at that time.

Deemed acceptance

Products are deemed accepted if Customer does not provide timely written notice with the required details. Use after receipt constitutes acceptance.

Exclusive remedy

If Intero confirms nonconformance and Customer complied with Documentation, Intero may (at its option) replace, reperform, or credit/refund the invoice price for the affected Products only.

Returns

Due to the biological/perishable nature of Products, returns are not accepted unless Intero provides written authorization.

  1. Research Use Only, Compliance, and Biosafety
  • Research use only: Products and any data derived from their use are for research use only and not for diagnostic, therapeutic, clinical, veterinary, transplantation, or human implantation use. Products are not FDA-cleared/approved for any clinical purpose.
  • No human use: Do not use Products (or derivatives/modifications) in humans, clinical trials, diagnostics involving human subjects, or any investigational/therapeutic use.
  • Biosafety: Treat Products as potentially infectious/hazardous biological materials and use appropriate biosafety practices (trained personnel, PPE, containment, disposal).
  • Legal compliance: Customer is responsible for all approvals and compliance with applicable laws/regulations (biosafety, human materials handling, import/export, sanctions, anti-bribery, and applicable institutional approvals/IRB protocols).
  1. Intellectual Property and Limited License
  • Intero retains IP: Intero (and its licensors) retains all right, title, and interest in and to the Products, Documentation, and all related technology, methods, processes, know-how, trade secrets, and improvements. The sale or transfer of Products does not convey any ownership interest in Intero intellectual property and grants only the limited rights expressly stated in these Terms.
  • Limited license: Subject to these Terms, Intero grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Products solely for Customer’s internal research purposes and only in accordance with Intero Documentation.
  • No manufacturing or commercialization: No license is granted to make, have made, reproduce, offer to sell, sell, distribute, or otherwise commercialize Products. Customer may not use Products (or any modifications, derivatives, or expanded materials) in the manufacture of any product for sale or other commercialization.
  • No reverse engineering: Customer may not reverse engineer, deconstruct, analyze, or attempt to replicate the composition, manufacturing methods, differentiation process, or other proprietary aspects of the Products.
  • No competitive use: Customer may not use Products to create or enable a competing organoid product or platform, or for competitive benchmarking intended to replicate Intero technology.
  1. Use Restrictions

Unless Intero grants a separate written license, Customer may not:

  1. Resell, transfer, or make Products available to any third party.
  2. Use Products (or derivatives/modifications/expanded materials) to provide services for third parties (“service bureau” use).
  3. Use Products in manufacturing, incorporation into products for sale, or other commercialization.
  4. Reverse engineer Products or Intero processes, or attempt to replicate manufacturing/differentiation methods.
  5. Use Products to develop or enable a competing organoid product/platform or conduct competitive benchmarking intended to replicate Intero technology.
  6. Use Products to derive or make human gametes or gamete precursor cells.
  7. Remove or obscure proprietary notices or legends.

Certain Products may have additional third-party restrictions that Intero will provide with the quote, COA, datasheet, or SOW. Customer is responsible for obtaining any third-party licenses needed for its intended use.

  1. Donor Privacy

Customer may not attempt to identify any donor(s) (or biological relatives) associated with biological materials from which Products may be derived, including via genomic or other “identifying” data. Customer will not publish identifying donor data to open public databases. Controlled-access repositories with enforceable anti-reidentification rules may be permitted.

Services

  1. Statements of Work and Change Orders

Services are provided under a written SOW (or quote) describing scope, timeline, fees, and Deliverables. Any change to scope, inputs, timelines, or Deliverables requires a written change order and may affect fees and schedule.

  1. Customer Materials

If Customer provides Customer Materials, Customer represents it has rights to provide them and they can be safely handled under agreed conditions. Customer will provide relevant safety data sheets and handling instructions. Intero performance depends on timely receipt of Customer Materials and accurate inputs.

  1. Deliverable Acceptance

Customer must review Deliverables within 10 business days of delivery and either accept them or provide a written rejection describing material nonconformance with the SOW. If no rejection is received within the acceptance period, Deliverables are deemed accepted. Intero’s remedy for valid rejection is to reasonably correct/reperform the affected portion consistent with the SOW.

  1. Data Rights

Customer owns project-specific data generated for Customer under a SOW (“Project Data”), excluding Intero platform metrics, QC datasets, and improvements to Intero methods. Intero may use de-identified/aggregated Project Data for internal R&D, quality improvement, and to improve Products/Services, and to comply with legal/quality obligations.

  1. Publications and Publicity

Customer may not use Intero’s name, trademarks, or publish benchmarking results involving Products/Services without Intero’s prior written consent, except as required by law. Intero may list Customer as a customer (name/logo) only with Customer’s written consent (or as permitted in an MSA/SOW).

Warranties and Liability

  1. Limited Product Warranty

Intero warrants that Products will substantially conform to Specifications on the COA/datasheet at shipment, provided Products are handled, stored, and used in accordance with Documentation.

For Live Products, eligibility for any warranty claim also requires that Customer: (1) places Products into culture promptly upon receipt; and (2) performs the first media change in accordance with Intero Documentation no later than five (5) calendar days after delivery (or earlier if required by the Documentation).

This warranty is void if Products are used outside permitted scope, Documentation is not followed, Products are mishandled, the first media change is not completed within the timeframe above, or Products are damaged by events outside Intero’s control (carrier delays, accidents, fire, vandalism, natural disaster, etc.). Warranty applies only to the purchasing Customer and is not assignable.

Customer’s exclusive remedy is replacement, reperformance, or credit/refund as described in Section 6.

  1. Prototype and Beta Products

Prototype or Beta Products are provided “AS IS” without warranty to the fullest extent permitted by law.

  1. Disclaimer of Warranties

Except for the limited warranty in Section 16, Products, Services, and Deliverables are provided “AS IS” and Intero disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

  1. Limitation of Liability
  • No consequential damages: Intero will not be liable for indirect, incidental, special, consequential, or punitive damages (including lost profits), regardless of theory of liability.
  • Liability cap: Intero’s total liability arising out of or related to Products or Services will not exceed the amounts paid by Customer for the specific Products/Services giving rise to the claim during the 12 months preceding the event.
  1. Indemnification

Customer will defend, indemnify, and hold harmless Intero from third-party claims arising from Customer’s misuse of Products, violation of law, unsafe handling, breach of these Terms, or use of Customer Materials. Any Intero IP indemnity, if offered, must be expressly included in an MSA or SOW.

Operational and Legal

  1. Force Majeure

Intero is not responsible for delays or failures due to causes beyond reasonable control (carrier disruption, shortages, equipment failure, pandemics, government actions, labor issues, acts of nature, etc.). Intero may cancel or delay orders and extend delivery schedules during such events.

  1. Export Compliance

Customer represents it is the ultimate end-user and will not knowingly export, re-export, transfer, divert, or otherwise dispose of Products (including derivatives or technical data) in violation of applicable export control or sanctions laws or without required governmental authorizations.

  1. Product Updates and Changes

Intero may make changes in design, production, manufacture, or characteristics of Products, or improve Products, at any time without obligation to replace or modify Products previously sold or transferred, provided Products shipped will conform to the applicable Specifications at shipment.

  1. Authority to Bind

The person submitting a purchase order, signing a quote/SOW, or otherwise accepting these Terms represents they are authorized to bind Customer.

  1. Governing Law and Venue; CISG

These Terms are governed by Delaware law, without regard to conflict of laws rules. Exclusive jurisdiction and venue lies in the state and federal courts located in Wilmington, Delaware, and Customer waives objections to venue and forum non conveniens. The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply.

  1. Notices and Contact

Notices must be in writing and delivered by email with confirmation of receipt to the addresses stated in the applicable quote/SOW, or if not stated:

  • Claims and Support: support@interobiosystems.com
  • Legal Notices: legal@interobiosystems.com
  1. Miscellaneous
  • Assignment: Customer may not assign these Terms without Intero’s written consent.
  • Severability: If any provision is unenforceable, it will be reformed to the minimum extent necessary and the remainder remains in effect.
  • Waiver: A waiver of one breach is not a waiver of any other breach.
  • Entire agreement: These Terms plus any quote/SOW and any applicable MSA constitute the entire agreement for their subject matter.
  • Updates: Intero may update these Terms prospectively; the version in effect at order acceptance governs that order.
  • Modifications: Any modifications to these Terms must be in writing and signed by an authorized officer of Intero.