Effective Date: January 1st, 2025

Last Updated: May 1st, 2025

TERMS AND CONDITIONS FOR THE ONLINE SALE OF NBX CYCLONE™

1. Acceptance of Terms. These terms and conditions (these "Terms") apply to the purchase and sale of NBx CyClone™ (the “Product”) through www.novel-bio.com (the "Site"). These Terms are subject to change by Novel Biotechnology USA, Inc. and its subsidiaries and affiliates (collectively referred to as "us," "we," or "our" herein) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to purchasing the Product through this Site. Our offer to sell the Product is expressly conditioned upon your acceptance of these Terms. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes. These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for the Product through this Site (see Section 10). You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms. If one or more of these Terms are held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining Terms will be unimpaired.

2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, the Product. All orders for the Product are subject to availability and must be accepted by us or we will not be obligated to sell the Product to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the Product you have ordered.

3. Prices and Payment Terms.

(a) All prices, discounts, and promotions posted on this Site are subject to change by us without notice. The price charged for the Product will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes, duties, levies, or other fees or charges related to the shipping and handling of the Product. All such taxes and other charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

(b) Terms of payment are within our sole discretion and payment must be received by us before we will accept an order. We accept all major credit cards for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

4. Shipments; Delivery; Title and Risk of Loss. We will arrange for shipment of the Product to you. Please check the individual Product page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the order confirmation. Title to the Product and risk of loss pass to you upon delivery of the Product to the commercial carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. We reserve the right to make delivery in installments, in our sole discretion, which will be separately invoiced and paid for when due per the applicable invoice.

5. Returns and Refunds. We will accept a return of the Product for a refund of your purchase price, minus the original shipping and handling costs, provided such return is made within fifteen (15) days of delivery of the Product to you with valid proof of purchase and provided such Product is returned to us in its original condition. We must authorize all Product returns. Not all Products will be authorized for return including, without limitation, due to temperature, packing, or other requirements. We may require you to sign and deliver a properly completed certificate of decontamination prior to returning the Product. To return the Product, you must e-mail us at returns@novel-bio.com to obtain a Return Merchandise Authorization ("RMA") number before shipping your Product. No returns of any type will be accepted without an RMA number. You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. For any properly returned Product, at our discretion, we may replace the Product free of charge or issue a Product credit or refund for the product value. Refunds, if approved by us, are processed within approximately five (5) business days of our receipt of the returned Product. Your refund will be credited back to the same payment method used to make the original purchase on the Site.

6. Limited Warranty.

(a) We warrant to you that for a period of twelve (12) months from the date of delivery to the commercial carrier ("Warranty Period"), the Product purchased through the Site will materially conform to the technical specifications for such Product as provided in our catalogues and literature accompanying the Product, in effect as of the date of manufacture.

(b) EXCEPT FOR THE PRODUCT WARRANTIES SET FORTH IN SECTION 6(a), WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER WITH RESPECT TO THE PRODUCTS PURCHASED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY OF NON-INFRINGEMENT; WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING FROM A STATUTE OR OTHERWISE BY LAW, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, BY USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

(c) We shall not be liable for a breach of the warranty set forth in Section 6(a) unless: (i) you give written notice of the defective Product, reasonably described, to us within seven (7) days of the time when you discover or ought to have discovered the defect; (ii) if applicable, we are given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 6(a) to examine such Product and you (if we so request) return such products to our place of business at your sole expense for us to examine; and (iii) upon a reasonable examination, we accept your claim that the Product is defective.

(d) We shall not be liable for a breach of the warranty set forth in Section 6(a) if: (i) you make any further use of the Product after you give such notice; (ii) you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product; or (iii) you alter or repair the Product without our prior written consent; (iv) the defects result from neglect or accident caused by you or any third party.

(e) Subject to Section 6(c) and Section 6(d) above, where you have proven to our satisfaction that the warranty applies to a Product, we shall, in our sole discretion, either: (i) repair or replace such Product (or the defective part) or (ii) credit or refund the amount paid by you for such Product provided that, if we so request, you shall, at your expense, return such defective Product to us.

(f) THE REMEDIES SET FORTH IN SECTION 6(e) SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 6(a).

(g) Unless otherwise agreed, all technical assistance and information we provide to you regarding the Product will be provided to you at no cost, and you assume sole responsibility for results obtained in reliance thereon. We make no warranty regarding such technical assistance or information.

7. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT SOLD THROUGH THE SITE.

8. Product Use. YOU UNDERSTAND THAT THE PRODUCT IS PROVIDED SOLELY FOR RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. We do not submit the Product for regulatory review by any government body or other organization, and we do not validate it for clinical, therapeutic, or diagnostic use or for safety and effectiveness. You are solely responsible for making sure that the way you use the Product complies with applicable laws and for obtaining all necessary approvals, intellectual property rights, licenses, and permissions that you may need related to your use. Because the Product is intended for research use only, it may not be on the Toxic Substances Control Act (“TSCA”) inventory. You assume responsibility to assure that the Product you purchase from us is approved for use under TSCA, if applicable. It is solely your responsibility to make sure the Product is suitable for your particular use and to conduct any research necessary to learn the hazards involved for any of your uses of the Product. You also have the duty and obligation to warn your customers, employees, and any auxiliary personnel of any risks involved in using or handling the Product. You agree to comply with instructions for use of the Product furnished by us, if any, and not to misuse the Product. You agree not to perform compositional, structural, functional, or other analysis of the Product, or undertake deconvolution or reverse engineering with respect to the Product. You represent and warrant that you are buying the Product from the Site for your own use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.

9. Intellectual Property Use and Ownership. You acknowledge and agree that we are and will remain the sole and exclusive owner of all intellectual property rights in and to the Product and any related specifications, instructions, documentation or other materials including, but not limited to, all related copyrights, patents, trademarks, technologies, and other intellectual property rights. You do not have and will not acquire any ownership of any intellectual property rights in or to the Product or of any intellectual property rights relating to the Product. Your purchase of the Product does not carry any license to use our trademarks or names. No right to resell the Product or any of its components is conveyed expressly, by implication, or by estoppel. Unless otherwise expressly agreed in writing by our authorized representative, we provide no rights to use the Product in commercial applications of any kind including, without limitation, manufacturing, quality control, or commercial services, such as reporting the results of your activities for a fee or other form of consideration. It is solely your responsibility to determine whether you may be required to obtain any additional or third party intellectual property rights, depending upon the particular application in which you use the Product.

10. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, https://www.novel-bio.com/privacy-policy, governs the processing of all personal data collected from you in connection with your purchase of the Product through the Site.

11. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of law provisions.

12. Waiver of Jury Trials and Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND DEFINITIVELY BY BINDING ARBITRATION.

13. Assignment. We may assign our rights and/or obligations under the Terms, in whole or in part, to any person or entity. You are not permitted to assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

14. No Waivers. Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by our duly authorized representative.

15. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

16. Notices.

(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide or (ii) posting to the Site. Notices sent by e-mail will be deemed effective when we send the e-mail and notices we provide by posting to the Site will be deemed effective upon posting. It is your responsibility to keep your e-mail address current.

(b) To Us. To give us notice under these Terms, you must contact us at info@novel-bio.com.

17. Severability. If any provision of these Terms is found invalid, illegal, void, or unenforceable by a court of law, then that provision will be severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

18. Entire Agreement. These Terms, our Website Terms of Use, and our Privacy Policy are the final and integrated agreement between you and us on the matters contained in these Terms.

19. Indemnity. To the extent allowed by applicable law, and except where a claim arises as a result of our gross negligence or willful misconduct, you will indemnify, defend, and hold harmless us and our directors, officers, agents, employees, and distributors (each an "Indemnified Party") for any claim, loss, damage, expense or other liability (including reasonable attorneys' fees and costs) which may be made against an Indemnified Party as a result of (a) your acts or omissions, or your use or modification of the Product, (b) your failure to comply with the Terms, or (c) your failure to acquire any applicable additional rights related to your use of the Product.

20. Confidentiality. You agree to keep confidential any non-public technical information, commercial information (including, without limitation, prices,), or instructions received from us as a result of discussions, negotiations, or other communications between us in relation to the Product or the provision thereof.