These Terms and Conditions (“Terms”) govern services provided by iHisto, Inc. (“iHisto,” “we,” “our,” or “us”).

By submitting a service request, purchase order, specimens, samples, or other materials to iHisto, approving a quotation or Service Order, or otherwise using iHisto’s services, the customer (“Client,” “you,” or “your”) agrees to these Terms unless otherwise expressly agreed in a written agreement signed by both parties.

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1. Definitions

Client Materials: Any specimens, tissue, blocks, slides, samples, reagents, data, images, documents, or other materials provided by or on behalf of the Client.

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​Deliverables: Reports, images, digital slide files, analyses, processed samples, stained slides, or other results generated by iHisto in connection with the Services.

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​Services: Histology, pathology, imaging, digital pathology, laboratory, consulting, and related services performed by iHisto.

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Service Order: Any quotation, statement of work, project request, electronic submission, or other written description of Services accepted by iHisto. A Client purchase order may be accepted for administrative and billing purposes but does not, by itself, modify the scope of Services or these Terms.

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

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2. Use of Services

Services and Deliverables are intended for research use only (“RUO”) and are not intended for diagnostic or clinical use, unless iHisto expressly agrees otherwise in writing.

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The Client represents and warrants that it has all necessary ownership rights, permissions, licenses, authorizations, and approvals required to submit Client Materials to iHisto and to request the Services.

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The Client shall not submit personally identifiable information (“PII”) or protected health information (“PHI”) unless specifically agreed to by iHisto in writing and all applicable legal requirements and authorizations have been satisfied.

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iHisto may refuse, suspend, or discontinue Services involving materials that present an undisclosed safety, legal, regulatory, ethical, or operational concern.

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3. Service Orders, Quotes, and Purchase Orders

A quotation or estimate issued by iHisto is valid for the period stated in the quotation and may be modified if the project scope, sample quantity, methodology, materials, or Client instructions change.

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Purchase orders may be used for administrative and billing purposes.

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Any additional or conflicting terms contained in a Client purchase order, procurement portal, vendor form, or other Client document will not modify these Terms unless expressly accepted in writing by an authorized representative of iHisto.

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If there is a conflict among applicable documents, the following order of precedence applies unless otherwise expressly agreed in writing:

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1. A master services agreement or other contract signed by both parties;

2. A statement of work or Service Order signed or expressly accepted by both parties;

3. An iHisto quotation accepted by the Client;

4. These Terms; and

5. A Client purchase order solely for administrative information such as PO number, billing address, and authorized amount.

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4. Client Obligations

The Client shall:

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1. Provide accurate and complete Service Order information and instructions;

2. Properly identify, package, label, and ship Client Materials;

3. Comply with all applicable transportation, biological material, chemical, safety, and regulatory requirements;

4. Disclose any known or reasonably suspected hazardous, infectious, radioactive, toxic, or otherwise regulated materials before shipment;

5. Ensure that Client Materials and requested Services do not violate applicable law or third-party rights; and

6. Promptly provide information or decisions reasonably required for iHisto to perform the Services.

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iHisto is not responsible for delays, errors, or additional costs resulting from inaccurate, incomplete, or late information provided by the Client.

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5. Client Materials, Shipping, Storage, and Disposal

Shipping

Unless otherwise agreed in writing, the Client bears the risk of loss or damage to Client Materials while they are being transported to or from iHisto by a third-party carrier.

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If iHisto assists with arranging transportation, such assistance does not make iHisto responsible for the acts or omissions of the carrier unless expressly agreed otherwise.

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Condition of Materials

iHisto is not responsible for problems resulting from the inherent condition, quality, fixation, preservation, preparation, degradation, labeling, packaging, or suitability of Client Materials before they are received by iHisto.

 

​Storage

Unless otherwise agreed in writing, iHisto will retain remaining Client Materials for ninety (90) days following completion of the applicable project at no additional charge.

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Longer-term storage may be available upon request and may be subject to additional fees.

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Return or Disposal

At the Client’s request and expense, remaining Client Materials may be returned after completion of the Services.

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Unless otherwise agreed, after the applicable storage period has expired, iHisto may return, archive, or dispose of Client Materials in accordance with applicable law and iHisto procedures.

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Where reasonably practicable, iHisto may provide notice before disposal; however, the Client remains responsible for requesting return of materials within the applicable storage period.

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6. Performance, Turnaround Time, and Reperformance

Any turnaround time provided by iHisto is an estimate and not a guaranteed completion date, unless expressly stated otherwise in writing.

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Turnaround times may be affected by sample condition, project complexity, reagent availability, assay optimization, repeat testing, Client-requested changes, third-party suppliers, equipment availability, or other circumstances outside iHisto’s reasonable control.

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Because biological specimens and experimental procedures may produce variable results, iHisto does not guarantee that any particular scientific or experimental outcome will be achieved.

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If iHisto determines that a Service was not performed materially in accordance with the applicable Service Order due to an error attributable to iHisto, iHisto may, at its option:

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• repeat the affected Service at no additional charge; or

• issue a credit or refund not exceeding the fees charged for the affected Service.

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To the maximum extent permitted by law, the foregoing constitutes the Client’s sole and exclusive remedy for deficient performance of the Services.

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7. Changes and Cancellation

Changes to the scope of Services requested after work has begun may result in additional charges and revised turnaround times.

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The Client may cancel a project by written notice; however, the Client remains responsible for:

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• Services already performed;

• materials or reagents already purchased or committed;

• non-cancellable third-party charges;

• shipping charges; and

• other reasonable costs incurred before cancellation.

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Custom antibodies, probes, reagents, special-order materials, or other project-specific purchases may be non-refundable.

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8. Pricing, Invoicing, and Payment

Unless otherwise stated in the applicable quotation, Service Order, invoice, or written agreement, invoices are due within thirty (30) days from the invoice date.

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Amounts not paid when due may accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum amount permitted by applicable law.

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iHisto may suspend ongoing Services or withhold future Services for materially overdue accounts.

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The Client is responsible for reasonable costs incurred by iHisto in collecting undisputed overdue amounts, including collection agency fees and reasonable attorneys’ fees where permitted by law.

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The Client is responsible for applicable sales, use, excise, VAT, or similar taxes, excluding taxes based on iHisto’s net income.

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Any good-faith dispute regarding an invoice must be raised in writing within thirty (30) days after receipt of the invoice. The Client remains responsible for timely payment of all undisputed amounts.

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9. Confidentiality

Each party will protect the other party’s Confidential Information using reasonable care and will use such information only as necessary in connection with the Services.

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Confidential Information may be disclosed to employees, contractors, professional advisers, affiliates, and service providers who have a legitimate need to know and are subject to appropriate confidentiality obligations.

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Confidential Information may also be disclosed to the extent required by applicable law, regulation, subpoena, or court order, provided that, where legally permitted, the receiving party gives the disclosing party reasonable prior notice.

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Confidentiality obligations do not apply to information that:

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• is or becomes publicly available without breach of these Terms;

• was lawfully known before disclosure;

• is independently developed without use of the Confidential Information; or

• is lawfully received from a third party without confidentiality restrictions.

 

Confidentiality obligations will continue for five (5) years following disclosure, except for trade secrets, which will remain protected for so long as they qualify as trade secrets under applicable law.

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10. Subcontractors and Third-Party Services

iHisto may use qualified affiliates, contractors, consultants, pathologists, laboratories, cloud providers, carriers, or other third-party service providers when reasonably necessary to perform or support the Services.

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iHisto remains responsible for managing such providers consistent with its contractual obligations to the Client.

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11. Deliverables and Intellectual Property

Subject to full payment of applicable fees, the Client owns Deliverables specifically generated from the Client’s Materials and project.

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iHisto retains all ownership rights in its pre-existing and independently developed:

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• methodologies;

• protocols;

• workflows;

• laboratory processes;

• software;

• algorithms;

• templates;

• know-how;

• quality systems; and

• other background intellectual property.

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Nothing in these Terms transfers ownership of iHisto’s background intellectual property to the Client.

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The Client may use Deliverables for lawful research and business purposes consistent with the applicable Service Order.

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Deliverables may not be represented as clinical or diagnostic results unless the applicable Services were expressly performed and authorized for such use.

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12. Research and Biological Variability

The Client acknowledges that histology, immunohistochemistry, immunofluorescence, staining, tissue processing, pathology, imaging, and other biological laboratory procedures involve inherent biological and technical variability.

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Results may be affected by factors including tissue quality, fixation, processing, antigen preservation, sample age, experimental design, antibody performance, and biological heterogeneity.

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iHisto does not warrant that Services will produce a particular experimental result or confirm a Client hypothesis.

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13. Limited Warranty

iHisto warrants only that it will perform the Services using commercially reasonable care and in substantial accordance with the applicable Service Order.

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Except for the foregoing, the Services and Deliverables are provided “AS IS”, and iHisto disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

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14. Limitation of Liability

To the maximum extent permitted by law, iHisto’s aggregate liability arising out of or relating to a particular Service Order will not exceed the total fees paid or payable to iHisto for the specific Services giving rise to the claim.

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In no event will iHisto be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, loss of business opportunity, loss of data, or business interruption, regardless of the theory of liability.

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Client acknowledges that biological specimens may be unique or irreplaceable. Except to the extent caused by iHisto’s gross negligence or willful misconduct, iHisto will not be liable for the intrinsic, scientific, commercial, or replacement value of Client Materials beyond the liability limitation stated above.

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Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited under applicable law.

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15. Indemnification

The Client agrees to defend, indemnify, and hold harmless iHisto and its directors, officers, employees, affiliates, and agents from third-party claims, damages, losses, liabilities, and reasonable expenses arising from:

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• the Client’s breach of these Terms;

• Client Materials supplied to iHisto;

• inaccurate or incomplete information supplied by the Client;

• the Client’s use or misuse of Deliverables;

• violation of applicable law; or

• infringement or violation of third-party rights.

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16. Force Majeure

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, epidemic, pandemic, utility interruption, internet or telecommunications failure, equipment failure despite reasonable maintenance, supply-chain disruption, transportation interruption, governmental action, labor disruption, or other similar events.

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Payment obligations for Services already performed are not excused by this provision.

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17. Governing Law and Dispute Resolution

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

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Any dispute arising from these Terms or the Services that cannot be resolved informally will be resolved by binding arbitration administered by JAMS in Massachusetts, unless otherwise agreed in writing.

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To the extent permitted by applicable law, each party waives the right to participate in a class action or jury trial with respect to disputes subject to arbitration.

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For international Clients, hearings may be conducted remotely or virtually where appropriate.

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18. Amendments

iHisto may update these Terms from time to time by posting an updated version on its website.

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Updated Terms apply prospectively and will not modify a Service Order already accepted by iHisto unless the parties mutually agree otherwise in writing.

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The effective date and most recent update date will be identified at the beginning of these Terms.

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19. Entire Agreement

These Terms, together with the applicable quotation, Service Order, and any written agreement signed by both parties, constitute the agreement between iHisto and the Client concerning the applicable Services.

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No provision contained in a Client purchase order or other Client-generated document will modify these Terms unless expressly accepted in writing by an authorized representative of iHisto.

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If iHisto and the Client have entered into a separately negotiated and signed agreement, such agreement controls to the extent of any conflict with these Terms.

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20. Severability and Waiver

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in effect.

A party’s failure to enforce any provision will not constitute a waiver of that provision or any other provision.

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