Legal Information

Terms and Conditions for Services

Last updated November 4, 2025

The following Terms and Conditions shall apply to the services (the “Services”) provided by Integral Molecular, Inc. (“INTG”) to the customer (the “Customer”). These Terms and Conditions shall not be modified except in writing signed by the parties.

1. Ordering the Services. Before initiation of a project, INTG shall issue a quote (the “Quote”) to the Customer, which shall describe the Services to be performed as well as the price and timeline for the Services. If Customer accepts the Quote, to place an order Customer shall issue a purchase order (the “Purchase Order”) to INTG referring to the applicable Quote. INTG may accept the Purchase Order by sending a Purchase Order Acknowledgement to Customer. All orders for the Services shall be made in writing and are subject to acceptance by INTG, and such acceptance shall also be made in writing. A good faith effort to complete all Services on schedule will be made, and Customer will be notified if INTG determines that there are likely to be substantial delays. INTG is only responsible for performing the Services specified in the Quote, which shall specify the materials and/or data (the “Deliverables”) to be delivered to Customer.


2. Limited Warranty. INTG shall not be liable for special, incidental, or consequential damages of any kind arising from the Services. INTG shall not be liable for property damage, personal injury, or economic loss caused by the Services. Due to the scientific experimental nature of the Services, including but not limited to Membrane Proteome Array (MPA) and epitope mapping, all Deliverables are provided “as is.” If INTG’s Services are used for purposes of evaluating or testing any materials or molecules (the “Test Materials”) to meet any legal or regulatory requirements (including but not limited to the USPTO, FDA, EMA, and other patent and drug agencies), while INTG makes diligent effort to provide data regarding such Test Materials (the “Data”), INTG does not guarantee that the Data will support or result in Test Materials meeting such legal or regulatory requirements. Such Data is experimental in nature and must be interpreted in connection with the specific experiments from which the Data is generated. It is the sole responsibility of the Customer to interpret the Data and determine whether the Test Materials are suitable and safe for any use (including in animals or humans), whether the Test Materials perform or function as contemplated by the Customer, or whether the Test Materials comply with the applicable legal or regulatory requirements. Where Customer gives specific instructions to INTG to perform Customer-specified activities, including for example, testing specific antibodies, receptors, or gene products, Customer assumes all liability and responsibility regarding the intellectually property rights of any third party in connection with such Customer instructions. INTG MAKES NO REPRESENTATIONS OF ANY KIND AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING TO THE SERVICES AND DELIVERABLES INCLUDING WITHOUT LIMITATION AS TO THE QUALITY, CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. INTG’s aggregate liability resulting from PROVIDING the Services shall not exceed the total amount of payments specified in the APPLICABLE QUOTE.


3. Price and Payment Terms. Payment terms are net 30 days from the date of invoice, payable in United States dollars. If Customer is a tax-exempt organization, Customer may submit a copy of its tax exemption certificate with its Purchase Order. Services will be billed as specified in Customer Project Pricing and Timeline in the Quote. Any shipping and handling charges, insurance, and applicable taxes are at Customer’s expense and will be added to the invoice. All shipments will be DAP (Delivered at Place), according to INCOTERMS®2020 as issued by the International Chamber of Commerce. INTG will select the carrier. The carrier shall not be deemed an agent of INTG and INTG does not assume liability for the shipment. For certain projects, a non-refundable upfront set-up fee may be required to initiate such a project, which shall be specified in the Quote. Invoices will be sent to Customer before initiation of or at completion of certain stages of the project, as specified in Customer Project Pricing and Timeline in the Quote. When a project encounters unforeseeable difficulty, INTG will communicate with the Customer and may halt the project at its discretion and the Customer shall pay for the pro rata portion of the project completed, subject to any non-refundable upfront set-up fee. Any additional services required to complete the project that would incur additional charges will be presented to the Customer prior to initiation for written authorization. If an invoice is not paid when due, INTG, at its option and without prejudice to other lawful remedies, may delay performance, defer delivery, charge interest on undisputed amounts owed, and/or terminate the Services. Pricing and turnaround times are best estimates that take into consideration any information provided by Customer and are subject to change, which will be communicated to Customer prior to taking effect. In the event it is necessary for INTG to pursue legal means to obtain payment for any or all outstanding amounts due for the Services, Customer agrees to pay the amounts outstanding plus a twenty percent (20%) collection charge, all attorney’s fees related to collection and all other costs of collection. Customer understands that INTG may, in such an instance, collect outstanding fees through a lien on any property, civil court action, and the use of collection agencies. Unpaid fees may be reported to all credit bureaus.


4. Intellectual Property. Customer shall be the exclusive owner of all Customer supplied proprietary Materials and Deliverables, whether or not copyrightable or patentable. If Customer supplied Materials include compounds or molecules available to the general public (“Public Compounds”), unless otherwise agreed upon in writing, nothing in this agreement shall prohibit or restrict INTG from utilizing such Public Compounds, developing technologies relating to such Public Compounds or making modifications to such Public Compounds outside the scope of the Services for any purposes. Notwithstanding anything to the contrary, INTG is and shall continue to be the sole and exclusive owner of its proprietary technologies, including its MPA, epitope mapping, shotgun mutagenesis, and Lipoparticle technologies, and any improvements thereof (including specific receptor sequences and engineered receptors used in epitope mapping and MPA) (“INTG IP”). Title to and ownership of Deliverables generated in connection with Services shall be retained by INTG until INTG has received payment in full, including any success fees. Until the moment of full payment, Customer shall not be authorized to give or permit third parties the use of the Deliverable, to rent or pledge, to transfer the title or to alienate or encumber the same in any other way. Upon receipt of full payment, INTG hereby grants Customer a limited, world-wide, royalty-free license to use INTG IP to the extent necessary to exploit the Deliverables.


5. Confidentiality. INTG will not use or disclose Customer confidential information, including Customer supplied Materials and Deliverables except for purposes of providing the Services. INTG may disclose the information to its employees, consultants, or subcontractors, provided that such employees, consultants, or subcontractors are subject to a written agreement that includes confidentiality terms at least as restrictive as those specified herein. Any employee, consultant, or subcontractor who is given access to the information shall be informed by INTG of these terms and conditions.


6. Indemnification and reimbursement. Customer shall hold harmless and indemnify INTG and its employees from and against any liability, demand, damage, cost or expenses (including reasonable attorney’s fees) arising from any third-party claim, action or proceedings, resulting from (a) Customer’s breach of its obligations, or (b) Customer’s negligence or willful misconduct, except to the extent caused by INTG’s (a) material breach of obligations, and (b) gross negligence or willful misconduct in performing the Services. In the event that INTG or its employees, by reason of providing the Services to Customer, (i) becomes a witness in a proceeding, or (2) receives a subpoena or other orders to the similar effect issued by a court or government agency with respect to a proceeding, Customer shall reimburse INTG or its employees for all expenses actually and reasonably incurred in giving testimony or furnishing documents for such proceeding.


7. Governing law and jurisdiction. This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions. The parties hereby submit to the exclusive jurisdiction of the federal or state courts of the Commonwealth of Pennsylvania.


8. Entire Agreement. Unless a separate written agreement is signed by both parties, the entire contract between Customer and INTG is contained in these Terms and Conditions and the Quote. No alleged oral promises or conditions not set forth herein or in the Quote shall be binding upon Customer or INTG, and any prior negotiations between the parties are overridden. By placing an order with INTG, Customer acknowledges that it has read and agreed to these Terms and Conditions and the Quote. INTG’s issuance of a Purchase Order Acknowledgment is expressly made conditional upon (i) Customer’s assent to any and all terms herein and in the Quote, including those that are additional to or different from any terms in any Purchase Order, and (ii) Customer’s further assent that the Quote together with these Terms and Conditions constitute the sole and exclusive agreement between INTG and Customer and override any conflicting terms contained in a Purchase Order. Such assent shall be deemed given unless Customer notifies INTG in writing of Customer’s objection to specific terms within five (5) days after INTG’s issuance of a Purchase Order Acknowledgment to the Customer. Issuance of a Purchase Order with additional or different terms is not an objection to specific terms of these Terms and Conditions.