Updated: 1/23/2026
Terms for Material Transfer and Use of Materials
The following Terms for Material Transfer and Use of Materials (the “terms”) use “you” to refer to you, the customer placing the order, as well as your organization where you are employed or which you represent, and anybody else carrying out work on behalf of you or your organization, including employees, contractors, and/or consultants. Trailhead Biosystems Inc. is referred to as “we” or “us” in these terms.
These terms apply whenever you place an order with Trailhead Biosystems Inc. for Materials (as defined below). By placing an order for Materials, and by receiving or using Materials, you agree to these terms, including the supplemental terms (“Supplemental Terms”) set forth in Appendix I hereto (these Terms for Material Transfer and Use of Materials, together with the Supplemental Terms and the quotation or price list we provide to you or at www.trailbio.com/cells, the “Agreement”). You acknowledge that we may update these terms from time to time without notice to you.
You will be subject to the terms of this Agreement when placing an order for Materials regardless of what method is used to submit the order. We explicitly reject and exclude any other terms included or submitted with an order, whether by email, purchase order or otherwise, irrespective of whether these are additional terms or terms that conflict with the Agreement. We regard any purchase orders you submit to us as used only for your internal tracking and compliance and not as part of this Agreement. Any modifications to this Agreement must be agreed to in writing and signed by both parties to be effective and binding on the parties.
The Materials
The term “Materials” as used in these terms means the original materials ordered by you that we deliver, including (1) biological cells including any cells expanded or differentiated by you or on your behalf using media products we provide that are available as part of a kit, (2) media for growing, differentiating and maintaining cells, and (3) anything else we deliver when fulfilling your order.
You acknowledge that we have no obligation to disclose to you the composition or components of any Materials or any data related to their use or testing.
Order, Delivery, Inspection and Payment
We agree to provide you with Materials and you agree to accept and pay for use of the Materials you order. All such orders are subject to acceptance by us either in writing or by shipment of the Materials. We may accept any order in whole or in part.
The price you pay for the use of the Materials will be the price listed on the product quotation or price list provided to you. If the quotation includes an expiration date, then that date will apply. If no expiration date is provided with the quotation, the quotation will expire 30 days after it is issued If no quotation or price list is provided, then the price for the use of the Materials shall be the then-current price in effect for the product listing for the Materials available on our website at www.trailbio.com/ at the time the order is placed. All prices are in U.S Dollars unless explicitly stated otherwise.
We will deliver the Materials you order to the address you provide, using our standard delivery times. Delivery will be with a carrier and packaging of our choice and at your expense and your risk of loss (Free Carrier Incoterms 2020).
When you receive Materials, you have 15 business days to inspect them and make sure they match your order. If they do not match, you must let us know in writing within 15 business days; otherwise, you will be deemed to have accepted the Materials.
If we agree the Materials do not match your order, then we will either replace them or refund you the use fees you paid, at our option, and will either require you to destroy or return the non-conforming Materials; if returning, the return will be at our cost. You shall not use any of these non-conforming Materials. Non-conformity of Materials caused by your own storage, use, delivery, or other actions does not count and shall not entitle you to a refund or replacement. See the sections under the headings “Warranty” and “Disclaimer of Warranties” below for more information.
You may not cancel orders that we have accepted and processed. Due to the nature of the Materials, we cannot accept returns except as outlined above, and wholly at our discretion.
You shall pay the use fee for the order within 30 days of receiving our invoice, which we will send to the address or email address you provide with your order, after the Materials are shipped. You are responsible for all taxes, fees, and shipping costs.
If you are late making your payment to us for the order, we may charge you a late payment fee equivalent to one and a half percent (1.5%) per month (18% per year) or a lesser amount that is equivalent to the maximum amount allowed by law.
Ownership
We exclusively own and retain all right, title, and interest in and to Materials at all times, including after we transfer possession of the ordered Materials to you or to an authorized contractor on your behalf. We exclusively retain all intellectual property rights, including without limitation all patents, the right to apply for patent protection, all trade secrets, copyright, and all trademarks, in and to all Materials and their related data, all database rights, and any protocols, including after we transfer possession of the ordered Materials to you or to an authorized contractor on your behalf. You acknowledge that we may hold patent(s) covering the Materials or the method of making or using the Materials you ordered.
You own your own data generated in compliance with the section under the heading “How You May Use Materials.”
Warranty
We warrant that the Materials will meet the specifications outlined on the applicable Certificate of Analysis when used under normal conditions for the shorter of (A) twenty-four (24) consecutive months from the date of purchase or (B) the expiry date specified on the product label or Certificate of Analysis we supply for the Materials, whichever is earlier (the “Warranty Period”). Should any Materials fail to meet the specifications as outlined above during the Warranty Period, we will, at our discretion, credit the price paid for use of the defective Materials or replace the defective Materials free of charge, as outlined above. We shall not be liable under this warranty if the defect is a result of you not following our instructions on how to use and store the Materials or if you modify the Materials in any way, and we reserve the right to reasonably determine whether the defect results from your improper use, storage, or modification. We reserve the right to test a sample of the Materials to determine if the failure to meet specifications is a result of improper use or handling.
We do not warrant quality or specifications outlined in the Certificate of Analysis if the Materials are used in conjunction with third-party products not recommended by us. We do not warrant Materials after the Warranty Period.
Disclaimer of Warranties
The Materials are experimental and provided “as is”. We make no representations or warranties, express or implied, about their performance, accuracy, safety, or anything else other than the limited warranty outlined in the section above under the heading “Warranty”. To the fullest extent permissible by law, we disclaim all other warranties, whether express, implied, or statutory, and we specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of third-party rights and industry certifications, and all warranties arising from course of dealing, usage or trade practice.
Limitation of Liability
Neither we nor any of our affiliates, officers, directors, employees, agents, licensors, or suppliers shall have liability for consequential, exemplary, enhanced, special, incidental, indirect, punitive or statutory damages, or any multiples of direct damages, under any legal theory of any kind, including, but not limited to, contract, negligence, or warranty, with respect to obligations under any order or these terms or otherwise. These liability exclusions apply regardless of whether a person was advised of the possibility of such losses or damages, or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
To the maximum extent permitted by law, in no event shall our aggregate liability, including that of our affiliates, stockholders, officers, directors, employees, agents, and suppliers, whether arising out of or related to breach of contract, tort (including, but not limited to, negligence), statute, or otherwise, to you or any other person exceed the total of the amounts paid to us by you under the applicable order.
How You May Use Materials
You may only use the Materials for your own internal research and not for any other purpose.
Internal research includes but is not limited to screening potential drug compounds for efficacy and safety, and the provision of services to third parties, otherwise consistent with these terms. In addition, the following use restrictions apply:
You may not use the Materials for any purpose whatsoever in humans.
You may not use the Materials for any therapeutic, prophylactic, diagnostic, or curative purposes in humans or in animals. This does not limit your ability to use Materials for non-clinical or preclinical or basic research.
You may not sell, redistribute, lease, bail, or consign any Materials, including any progeny or modifications thereof, including as a component of another product or part of a kit, to a third party other than to a contractor or collaborator to assist with your research. You are responsible for ensuring any such contractors or collaborators comply with this Agreement.
You may not try to reverse engineer or determine how any Materials are made, and you may not analyze the composition of matter of any non-cell materials, such as cell culture media, that are part of the Materials.
You must comply with all applicable laws in storage and handling of Materials. You may not remove the Trailhead logo or other branding from any containers storing the Material.
You may not apply for, file for, or claim any patents or other intellectual property rights on cell therapies, therapeutic applications, or research tools that are enabled specifically by or that claim the Materials or progeny or modifications thereof, or methods of making or use of any of the Materials, or any progeny or modifications thereof. This restriction does not limit your ability to conduct research or develop therapies or research tools unrelated to or not incorporating the Materials. By using these materials, you agree that your research does not violate these terms, and agree to be bound, and to cause any contractor, employee, and consultant, to be bound by these terms and not to exceed the limitations and restrictions under this heading “How You May Use Materials.”
Limited License
We grant you a limited non-exclusive right and license to use Materials solely as provided in this Agreement. We do not grant any other rights or ownership or license in or to any Materials, their related data, or any protocols.
Nothing in these terms will be construed as granting you any other rights in or to any Materials or under any trade secrets, copyrights, patent applications, or patents. For clarity, the limited license we provide you with does not include any rights to make or have made (unless expressly stated in Appendix I), offer to sell, or reproduce any Materials. You are also responsible for obtaining any additional licenses you may require for your specific research.
Use Duration and Termination
We understand that you may wish to store the Materials for your later use. Accordingly, your rights to use the Materials subject to the terms of this Agreement last 20 years from the date you have been deemed to accept them as described above.
If you exceed the scope of the rights granted to you in this Agreement or otherwise materially breach this Agreement, we have the right to automatically terminate the Agreement.
When your rights to use the Materials end, all rights and licenses granted to you under these terms will automatically terminate. You must stop using all Materials and destroy all Materials unless we instruct you otherwise in writing. Except for your license and rights to use the Materials, these terms continue to apply.
Other Provisions
This Agreement comprises the entire agreement between you and us, and supersedes all other communications relating to the subject matter, other than any non-disclosure agreement between you and us, which will continue in full force and effect. We and you are not bound by any modification or amendment, including without limitation any purchase order or similar document, unless in writing and signed by both us and you.
We do not owe you any fiduciary duty.
You may not transfer or assign any rights under this Agreement to any other person or entity without our written permission, except where you are selling all or substantially all of your business relating to this Agreement. Any such attempted transfer or assignment shall be null and void and of no force and effect. This Agreement will be binding upon all of your successors and assigns. There are no intended third-party beneficiaries.
We are not liable for any failure to perform under this Agreement when such failure is due to circumstances beyond our control. Circumstances beyond our control include but are not limited to acts of God, governmental action, labor disputes, and the inability to obtain the necessary materials, equipment and transportation.
These terms are severable. If any provision is unenforceable, illegal, or invalid, then the remainder will continue in full force and effect.
Failure by us or you to enforce or require performance of any provision will not be construed as a present or future waiver of that provision and will not adversely affect that party’s right to enforce each provision in the future.
Any notices will be directed by e-mail to the addresses listed for both parties in your order. For clarity, for us this will be sales@trailbio.com and legal@trailbio.com.
The laws of the State of Delaware (USA) governs the order placed by you with us, including these terms and those set forth in Appendix I attached hereto, without giving effect to any choice or conflict of law provisions that would require other jurisdictions’ laws to apply and without giving effect to the United Nations Convention for the International Sale of Goods.
You hereby irrevocably waive any and all rights you may have, now or in the future, to have any controversy or claim between us and you, arising out of or relating to the order or these terms or any transaction contemplated by this order or related thereto, including without limitation any claim based on or arising from an alleged tort or statutory violation, be heard or decided by a jury in a trial.
APPENDIX I: Supplemental Terms
In addition to the terms outlined above, any orders for iPSC-derived cells will also be governed by the following additional terms, which are required by our upstream licensor, iPS Academia Japan Inc.
User Restrictions
Definitions:
- Trailhead: Trailhead Biosystems Inc.
- iPS-AJ: iPS Academia Japan, Inc.
- Product: Cells which are partially or terminally differentiated from iPS cells by Trailhead, and which Trailhead sells or transfers under the license agreement between iPS-AJ and Trailhead
- User: Person or entity who received Product from Trailhead
User Restrictions:
- User may use Product for its internal research, including but not limited to screening potential drug compounds for efficacy and safety, and for the provision of services to third parties. No other right is granted to User whether expressly, by implication, by estoppel or otherwise. User’s internal research includes further differentiating the Product and non-clinical and preclinical research activities using the Product for internal research purpose.
- User agrees to use Product in compliance with all applicable statutes and regulations, but not to use Product for any administration or application to humans. Moreover, User agrees not to use Product for humans or animals for therapeutic, diagnostic or prophylactic purposes, the use including, but not limited to, clinical applications, cell therapy, transplantation and regenerative medicine without an appropriate license.
- User may transfer Products to a third party, provided that in such transfer, User shall convey the User Restrictions set forth herein to such third party.
- In particular, no other right or license to use, develop or otherwise exploit Product commercially are granted to User, and no rights are conveyed to User to use Product for any other purpose.
- These User Restrictions are in addition to any other terms, conditions, or restrictions that Trailhead may impose with respect to a Product.
[End of Appendix I]