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Terms and Conditions

Last Modified: August 18, 2025

These Terms and Conditions (“Terms”) govern the use of services provided by iHisto, Inc. (“iHisto,” “we,” “our,” or “us”). By submitting a service order, providing specimens, or otherwise using iHisto’s services, you (“Client,” “you,” or “your”) agree to be bound by these Terms.

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1. Definitions

  • Client Materials: Any specimens, samples, data, or information provided by the Client to iHisto.

  • Deliverables: Any reports, images, analyses, or results generated by iHisto in connection with the Services.

  • Service Order: A written order (including electronic submissions) accepted by iHisto describing the Services to be performed.

  • Confidential Information: Non-public information disclosed by either party that is marked or reasonably understood to be confidential.

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2. Use of Services

  • The Services are for research use only and not for diagnostic or clinical purposes, unless expressly agreed in writing.

  • The Client represents and warrants that it has the full right, authority, and permissions to submit Client Materials and request Services.

  • The Client shall not submit personally identifiable information (PII) or protected health information (PHI) without iHisto’s prior written consent and all legally required authorizations.

  • iHisto reserves the right to reject, suspend, or terminate Services if these Terms are violated.

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3. Confidentiality

  • iHisto will maintain the confidentiality of Client Confidential Information and will not disclose it except to employees, contractors, or service providers bound by confidentiality obligations.

  • The Client will maintain the confidentiality of iHisto Confidential Information, including but not limited to methodologies, pricing, software, and trade secrets.

  • Confidentiality obligations do not apply to information that is public, independently developed, or lawfully obtained without restriction.

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4. Client Obligations

The Client shall:

  1. Ensure all necessary rights, licenses, and approvals for submission of Client Materials.

  2. Properly package, label, and ship specimens in compliance with all applicable regulations.

  3. Provide accurate Service Order details and clear instructions.

  4. Ensure that Client Materials do not infringe third-party rights, are safe to handle, and do not contain hazardous or infectious agents unless disclosed in advance.

  5. Indemnify iHisto against claims arising from Client Materials or breach of these obligations.

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5. Shipments, Storage, and Disposal

  • Risk of Loss: The Client bears all risk of loss or damage to Client Materials during shipment to iHisto, unless iHisto arranges and insures such shipment.

  • Storage: Unless otherwise agreed, iHisto will store Client Materials for up to [X months] after completion of Services.

  • Disposal: After this period, iHisto may dispose of Client Materials in accordance with applicable laws, without further obligation.

  • Damage: If Client Materials damage iHisto equipment or facilities, the Client is responsible for repair or replacement costs.

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6. Price and Payment

  • Fees are based on the accepted Service Order. Additional costs (e.g., shipping, packaging, storage) may apply.

  • Payment is due upon receipt of invoice, unless otherwise stated.

  • Prepayment or milestone payments may be required for large projects.

  • Late payments accrue interest at 1.5% per month (18% per annum) and may result in suspension of Services.

  • The Client is responsible for all collection costs, including attorney’s fees.

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7. Deliverables, Intellectual Property, and Use

  • Deliverables are provided “as is” for research purposes only.

  • The Client owns Deliverables that specifically relate to its samples and results, subject to iHisto’s retained rights.

  • iHisto retains ownership of its background intellectual property, analytical methods, protocols, know-how, and software.

  • Deliverables may not be resold, sublicensed, or used for commercial diagnostic purposes without written agreement.

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8. No Warranty

All Services and Deliverables are provided “as is” without warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.

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9. Limitation of Liability

  • iHisto’s total liability for any claim is limited to the lesser of USD $100 or the total amount paid by the Client for the specific Service giving rise to the claim.

  • iHisto shall not be liable for indirect, incidental, or consequential damages, including loss of profits or business interruption.

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10. Indemnification

The Client agrees to defend, indemnify, and hold harmless iHisto, its officers, employees, and affiliates from any claims, damages, or liabilities arising from:

  • The Client’s breach of these Terms;

  • The use, handling, or transfer of Client Materials;

  • Violations of law or third-party rights.

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11. Governing Law and Dispute Resolution

  • These Terms are governed by the laws of the Commonwealth of Massachusetts, USA, without regard to conflict-of-law principles.

  • Any dispute shall be resolved by binding arbitration under JAMS rules in Massachusetts, unless otherwise agreed.

  • Class actions and jury trials are waived. For international Clients, arbitration may be conducted virtually.

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12. Amendments

  • iHisto may amend these Terms by posting updates on its website or notifying Clients via email.

  • Changes will not apply retroactively to Service Orders already accepted unless mutually agreed.

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13. Entire Agreement

These Terms, together with any accepted Service Order, constitute the entire agreement between the Client and iHisto, superseding prior discussions or agreements.

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