top of page

Terms of Use

​Last Updated: June 30, 2026

​

Please read these Terms of Use carefully. They govern your access to and use of the website located at mistbioscience.com (the “Site”) and your purchase and use of products, services, and consulting offered by MIST Bioscience, LLC. By accessing the Site or placing an order, you agree to be bound by these Terms.

​

1. Acceptance of These Terms

These Terms of Use (“Terms”) are a binding agreement between you (“you,” “your,” or “Customer”) and MIST Bioscience, LLC (“MIST Bioscience,” “we,” “us,” or “our”). They apply to your use of the Site and to any quote, order, product, service, consultation, or other offering you obtain from us, whether now or in the future (collectively, the “Offerings”).

​

By accessing the Site, submitting an inquiry, requesting a quote, or placing an order, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Site or purchase any Offering.

​

If you are entering into these Terms on behalf of a company, university, institution, or other organization, you represent that you have authority to bind that entity, and “you” refers to that entity.

 

2. Definitions

  • “Products” means the kits, reagents, conjugates, consumables, instruments, and other goods we make available from time to time, such as (by way of example) the MIST™ platform reagents and the MIST Linker™ product family.

  • “Services” means the laboratory, technical, or data services we perform for you, such as custom conjugation, assay development, sample processing, and data analysis.

  • “Consulting” means the scientific, technical, or advisory services we provide.

  • “Software” means any software application, tool, or web-based service we make available to you, such as MIST Explorer™, together with any updates and accompanying Documentation.

  • “Order” means your accepted request to purchase or otherwise obtain any Offering.

  • “Documentation” means the instruction inserts, protocols, datasheets, specifications, and other materials we supply with an Offering.

 

The lists above are illustrative and not exhaustive; these Terms apply to all of our Offerings, including new or modified Offerings we introduce over time.

​

3. Eligibility

You must be at least 18 years old and able to form a legally binding contract to use the Site or place an Order. The Offerings are intended for professional researchers and research organizations. By using the Offerings you represent that you are acquiring them for bona fide research purposes in the course of your profession or organization.

​

You may not use the Site or purchase Offerings if you are located in, or are a national or resident of, any country or region subject to U.S. embargo or comprehensive sanctions, or if you are a person or entity identified on any U.S. government restricted-party list. See Section 14 (Export Control and Trade Compliance).

​

4. Use of the Site

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Site for your internal, professional, and informational purposes. We reserve all rights not expressly granted.

​

You agree not to:

  • copy, reproduce, republish, distribute, or create derivative works from Site content except as expressly permitted;

  • use any automated means (bots, scrapers, crawlers) to access, harvest, or index the Site without our prior written consent;

  • reverse engineer, decompile, or attempt to derive source code or underlying structure from any part of the Site;

  • introduce malware, attempt to gain unauthorized access to our systems, or interfere with the Site’s operation or security;

  • use the Site to violate any applicable law or the rights of any third party; or

  • remove, obscure, or alter any proprietary notices.

 

We may suspend or terminate your access to the Site at any time, with or without notice, for conduct we reasonably believe violates these Terms.

 

5. Intellectual Property

The Site and its contents — including text, graphics, logos, images, data, protocols, Documentation, software, and their selection and arrangement — are owned by or licensed to MIST Bioscience and are protected by copyright, trademark, patent, trade secret, and other laws.

​

“MIST,” “MIST Bioscience,” “MIST Linker,” “MIST Quencher,” “MIST Array,” “MIST Explorer,” “MISTseq,” “spatial MIST,” “MISTscope,” and associated logos and product names are trademarks of MIST Bioscience, LLC. This list is not exhaustive, and our rights are not limited to the marks identified here. All other trademarks appearing on the Site are the property of their respective owners and do not imply any endorsement or affiliation.

​

The Products and the technologies underlying them may be covered by issued or pending patents. Nothing in these Terms or in the sale of a Product transfers to you any patent, copyright, trademark, trade secret, or other intellectual property right, except for the limited use rights expressly described in Section 7.

​

6. Products Are for Research Use Only (RUO)

ALL PRODUCTS, SERVICES, AND SOFTWARE ARE FOR RESEARCH USE ONLY. THEY ARE NOT INTENDED OR VALIDATED FOR USE IN DIAGNOSTIC, THERAPEUTIC, PREVENTIVE, OR OTHER CLINICAL PROCEDURES, OR FOR ANY DIAGNOSTIC USE IN HUMANS OR ANIMALS.

​

The Products have not been reviewed, cleared, or approved by the U.S. Food and Drug Administration or any comparable regulatory authority for clinical use, and no representation is made as to their safety or effectiveness for any clinical, diagnostic, or therapeutic application. You are solely responsible for determining whether a Product is suitable for your intended research use and for using it in accordance with the Documentation and all applicable laws, regulations, and safety standards, including those governing laboratory safety, biosafety, hazardous materials, and (where applicable) ultraviolet light exposure.

​

7. Limited Use License

7.1 Products

Unless we agree otherwise in writing, your purchase of a Product grants you a non-exclusive, non-transferable right to use that Product (in the quantity purchased) solely for your own internal research purposes, subject to the following restrictions. You may not:

  • use the Product for any Commercial Purpose;

  • resell, distribute, transfer, or otherwise make the Product (or its components) available to any third party;

  • reverse engineer, deconstruct, or analyze the Product to determine its composition or method of manufacture, or use it to develop or manufacture a competing product;

  • use the Product in or with any clinical, diagnostic, therapeutic, or in vivo application; or

  • separate, repackage, or modify the Product for redistribution.

 

“Commercial Purpose” means any use of a Product, or its components, for consideration, including (a) using the Product to provide a service, data, or information to a third party; (b) using the Product in the manufacture or development of any product for sale; or (c) reselling the Product, whether or not for research. If you wish to use a Product for a Commercial Purpose, please contact us to discuss a separate commercial license.

​

These restrictions are a condition of sale, and title to a Product does not include any license beyond what is stated here. If you do not accept these conditions, you may return the unused Product for a refund per Section 8.

​

7.2 Software (including MIST Explorer™)

We may make Software available to you — currently at no charge — to support your use of our Products and Services. Software is licensed, not sold. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to install and/or access and use the Software solely for your own internal research purposes.

​

This license is provided free of charge and may be time-limited. Particular Software, versions, license keys, or access credentials may expire or cease to function after a specified period, after a trial or evaluation window, or upon our discontinuation of a version, and we have no obligation to extend, renew, or continue making the Software available. We may modify, suspend, update, or discontinue the Software, in whole or in part, at any time and without liability to you. We will use reasonable efforts to make material expiration or discontinuation information available (for example, in the Software or its Documentation), but it is your responsibility to confirm the current status and terms of any Software you rely on.

​

You may not: (a) sell, rent, lease, sublicense, distribute, or otherwise make the Software available to any third party; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent this restriction is prohibited by applicable law; (c) modify, adapt, translate, or create derivative works of the Software; (d) remove or alter any proprietary notices; (e) use the Software for any Commercial Purpose or any clinical, diagnostic, or therapeutic application; or (f) circumvent or disable any license, expiration, security, or access-control mechanism.

​

We and our licensors retain all right, title, and interest in and to the Software, including all intellectual property rights; no rights are granted except as expressly stated here. Any research data or results you generate using the Software belong to you, subject to your compliance with these Terms. The Software is provided “as is” and is subject to the warranty disclaimer in Section 10 and the limitation of liability in Section 11; because the Software is provided at no charge, and notwithstanding anything to the contrary in these Terms, our total aggregate liability arising out of or relating to the Software will not exceed USD $100.

​

8. Terms of Sale

8.1 Quotes and Orders. Quotes are valid for the period stated on the quote, or 30 days if no period is stated, and are subject to change before acceptance. An Order is not binding on us until we accept it in writing or by shipping the Product. We may decline or cancel any Order in our discretion, including for suspected error, fraud, or compliance concerns.

​

8.2 Pricing and Taxes. Prices are stated in U.S. dollars and exclude shipping, handling, insurance, duties, and taxes unless stated otherwise. You are responsible for all applicable sales, use, value-added, and similar taxes, except taxes on our net income.

​

8.3 Payment. We accept payment by credit card and, for approved customers, by purchase order with payment against invoice. Payment terms are as stated on the applicable quote or invoice (for example, due on receipt, prepayment, or net 30 days), and we may require prepayment, a valid purchase order, or credit approval before accepting an Order. Credit card payments are processed by our third-party payment processor, and we do not store full payment card numbers. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, plus reasonable collection costs.

​

8.4 Shipping, Title, and Risk of Loss. We will use commercially reasonable efforts to meet requested ship dates, but delivery dates are estimates and not guaranteed. Unless stated otherwise, Products ship FOB Origin (shipping point) from our facility, meaning title and risk of loss pass to you when we deliver the Products to the carrier; from that point the Products travel at your risk, and any shipping insurance is your responsibility unless we agree otherwise in writing. For international shipments, the applicable Incoterms® will be specified on the quote or invoice. Certain Products are temperature-sensitive and ship under cold-chain conditions; you are responsible for prompt receipt and proper storage upon delivery.

​

8.5 Inspection and Acceptance. You must inspect Products promptly upon receipt and notify us in writing of any shortage, damage, or nonconformity within [10] days of delivery. Failure to provide timely notice constitutes acceptance.

​

8.6 Returns. Because many Products are perishable, lot-specific, or temperature-sensitive, Products are generally non-returnable unless they are defective or were shipped in error. Authorized returns require a return authorization from us and must follow our return instructions. Custom or made-to-order Products are non-returnable.

​

8.7 Product Warranty. See Section 10.

​

9. Services and Consulting

9.1 Scope. Services and Consulting are described in a separate quote, statement of work, or written agreement (“SOW”). In the event of a conflict between an SOW and these Terms, the SOW controls for that engagement.

​

9.2 Customer Materials. If you provide samples, tissues, antibodies, data, or other materials (“Customer Materials”), you represent that you have all rights and consents necessary to provide them to us and that they were obtained and may be used in compliance with applicable laws, institutional approvals, and ethical requirements (including, where applicable, IRB/IACUC approval and informed consent). You are responsible for accurately disclosing any biological, chemical, or other hazards. We are not responsible for loss of or damage to Customer Materials except to the extent caused by our gross negligence or willful misconduct, and our liability for any Customer Materials is limited as set out in Section 11.

​

9.3 Deliverables and Results. We will perform Services and Consulting in a professional and workmanlike manner consistent with generally accepted scientific practices. Because research outcomes are inherently uncertain, we do not warrant or guarantee any particular result, finding, or outcome. Reports, data, and recommendations are provided for your research evaluation and do not constitute medical, clinical, regulatory, or legal advice.

​

9.4 Intellectual Property in Services. Unless an SOW states otherwise, we retain ownership of our pre-existing intellectual property, know-how, methods, and improvements to them. Ownership of deliverables and any new intellectual property arising from an engagement will be as specified in the applicable SOW.

​

9.5 Confidentiality. Where the parties exchange confidential information in connection with Services or Consulting, the terms of a separate mutual confidentiality agreement, if any, will govern.

​

10. Limited Warranty and Disclaimer

10.1 Limited Product Warranty. We warrant that, at the time of delivery and through any stated expiration or “use by” date when stored and used in accordance with the Documentation, each Product will conform in all material respects to the specifications in its Documentation. This warranty does not apply to Products that have been mishandled, improperly stored, modified, used contrary to the Documentation, or used beyond their stated shelf life. Your exclusive remedy, and our entire liability, for breach of this warranty is, at our option, replacement of the nonconforming Product or refund of the purchase price.

​

10.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, THE SITE, PRODUCTS, SERVICES, CONSULTING, SOFTWARE, DOCUMENTATION, AND ALL OTHER OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, MIST BIOSCIENCE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OFFERING WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT.

​

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MIST BIOSCIENCE OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, LOST RESEARCH, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THE SITE, ANY OFFERING, OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

​

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OFFERING WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID TO US FOR THE SPECIFIC PRODUCT, SERVICE, OR CONSULTING GIVING RISE TO THE CLAIM IN THE twelve (12) MONTHS PRECEDING THE EVENT.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you.

​

12. Indemnification

You agree to indemnify, defend, and hold harmless MIST Bioscience and its members, managers, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use of the Site or any Offering; (b) your use, handling, storage, or disposal of any Product; (c) your breach of these Terms or violation of any law or third-party right; or (d) any Customer Materials you provide.

​

13. Third-Party Links and Content

The Site may contain links to third-party websites or reference third-party products and content. We provide these for convenience only, do not control or endorse them, and are not responsible for their content, accuracy, or practices. Your use of third-party sites is at your own risk and subject to their terms.

​

14. Export Control and Trade Compliance

The Products, Services, and related technical data may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and not to export, re-export, or transfer any Offering, directly or indirectly, in violation of those laws, including to any embargoed country or restricted party. You represent that you are not located in, and will not use any Offering in, a manner prohibited by applicable trade-compliance laws.

​

15. Privacy

Your use of the Site is also governed by our Privacy Policy, which describes how we collect, use, and share information. By using the Site you consent to the practices described there.

​

16. Termination

We may suspend or terminate your access to the Site or decline to provide further Offerings at any time if you breach these Terms or for any other lawful reason. Sections that by their nature should survive termination — including Sections 5, 6, 7, 9.4, 10–12, 14, and 17–19 — will survive.

​

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods.

​

The parties will first attempt in good faith to resolve any dispute informally by contacting each other. Any dispute that cannot be resolved informally and that arises out of or relates to these Terms or any Offering will be brought exclusively in the state or federal courts located in the State of New York, and you consent to the personal jurisdiction of those courts.

​

18. Changes to These Terms

We may update these Terms from time to time. Changes are effective when posted to the Site with an updated “Last Updated” date, and your continued use of the Site or placement of a new Order after that date constitutes acceptance. The version in effect at the time of your Order governs that Order.

​

19. General

  • Entire Agreement. These Terms, together with any applicable quote, invoice, or SOW and the Privacy Policy, are the entire agreement between you and us regarding the Site and Offerings and supersede prior understandings. Any terms in your purchase order or other document that conflict with or add to these Terms are rejected unless we expressly agree in writing.

  • Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary.

  • Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

  • Assignment. You may not assign these Terms or any Order without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

  • Force Majeure. We are not liable for any delay or failure to perform due to causes beyond our reasonable control, including supply disruptions, natural events, labor disputes, or governmental action.

  • No Agency. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship.

 

20. Contact

If you have questions about this Policy or wish to exercise a privacy right, contact us at contact@mistbioscience.com

bottom of page