Terms of service

Sepia Biosciences Terms of Service and Sale

Effective Date: March 28, 2026

Last Updated: March 28, 2026

These Terms of Service and Sale (these “Terms”) govern (a) your access to and use of the Sepia Biosciences website, storefront, and related online services (collectively, the “Site”), and (b) your purchase, receipt, handling, storage, and use of any products, reagents, kits, materials, data sheets, protocols, technical documents, or related services made available by Sepia Biosciences LLC or any of its direct or indirect affiliates, including Sepia Biosciences Taiwan Co., Ltd. (each, a “Sepia Entity” and, as applicable, “Sepia,” “we,” “us,” or “our”). The applicable Sepia Entity for a given transaction is the Sepia Entity identified in the applicable quotation, order confirmation, invoice, checkout, or other transaction document.

By accessing the Site, placing an order, or using any Sepia product, you agree to these Terms. If you act on behalf of an entity, you represent that you have authority to bind that entity, and “you” includes that entity.

If Sepia and you have entered into a separate written agreement signed by both parties that governs particular products or services, that agreement controls to the extent of any direct conflict.

1. Eligibility and Qualified Use

You may use the Site and purchase Sepia products only if you are legally able to form a binding contract and, where applicable, are acting through appropriately trained personnel and facilities suitable for laboratory research materials.

You are responsible for ensuring that all persons who access, handle, store, transport, or use Sepia products on your behalf are appropriately trained and qualified.

2. Orders; Acceptance; Purchase Orders

All product listings, descriptions, technical data, lead times, and pricing are invitations to do business and not binding offers by Sepia. Your order is an offer to purchase and is subject to Sepia’s acceptance.

Sepia may accept, reject, limit, condition, delay, or cancel any order or account registration, in whole or in part, at any time and in Sepia’s sole discretion, to the maximum extent permitted by law, with or without cause. Without limitation, Sepia may do so for product availability, pricing errors, suspected fraud, legal or compliance concerns, biosafety or biosecurity concerns, credit concerns, channel management, geographic restrictions, strategic business reasons, protection of Sepia’s commercial interests, or because Sepia determines that the customer is, may be, or may be acting on behalf of a competitor, potential competitor, distributor, broker, or other party whose purchase Sepia does not wish to support.

An order is accepted only when Sepia issues written confirmation or ships the applicable products, whichever occurs first.

Purchase Orders. Any customer purchase order is accepted solely for administrative convenience. These Terms govern notwithstanding any inconsistent or additional terms in any purchase order or other customer document, except to the extent Sepia expressly agrees otherwise in a writing signed by Sepia. Terms in a purchase order that are consistent with these Terms and relate only to order-specific commercial details may apply.

Sepia may impose allocation limits, quantity caps, customer qualification requirements, end-user verification requirements, account restrictions, reseller restrictions, geographic limitations, or other conditions of sale. Sepia has no obligation to sell products to any person or entity and may refuse to commence or continue a commercial relationship with any customer or prospective customer, to the maximum extent permitted by law.

3. Pricing; Payment; Taxes

Unless otherwise stated in a written quotation issued by Sepia, prices are those in effect at the time Sepia receives your order. Sepia may update pricing at any time before accepting an order.

Prices; Shipping; Taxes. Whether shipping and handling are included in the price for a particular order will be as stated in the applicable quotation, order confirmation, or checkout. Prices do not include applicable sales, use, value-added, excise, customs, duties, tariffs, or similar governmental charges unless expressly stated otherwise. Where Sepia is required or permitted to collect such amounts, Sepia may add them to the invoice or order total, and you are responsible for paying them, except for taxes based on Sepia’s net income.

Payment terms are net thirty (30) days from invoice date unless Sepia requires prepayment, card payment at checkout, or other terms. Overdue amounts may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law. Sepia may suspend shipments, revoke credit, offset amounts owed, or cancel pending orders if payment is overdue.

4. Shipping; Delivery; Title; Risk of Loss

Shipment and delivery dates are estimates only and are not guaranteed. Sepia may make partial shipments and invoice each shipment separately.

Unless otherwise stated by Sepia in the applicable quotation, order confirmation, or checkout, title and risk of loss pass to you when Sepia delivers the products to the carrier, subject to Sepia’s right to retain a security interest until full payment is received if permitted by law.

You are responsible for import clearance, permits, brokerage, duties, taxes, and destination-country compliance obligations for international shipments.

5. Inspection; Returns

You must inspect all shipments promptly upon receipt.

You must notify Sepia in writing of any visible damage, shipment error, or quantity shortage within ten (10) days after delivery. Failure to provide timely notice constitutes acceptance of the shipment as delivered, except for hidden defects covered by Section 12.

No product may be returned without Sepia’s prior written authorization and compliance with Sepia’s return instructions, including any cold-chain, packaging, chain-of-custody, and hazardous-material handling requirements. Except for Sepia-authorized returns based on nonconformity or shipment error, all sales are final.

6. Research Use Only; Prohibited Uses

Unless Sepia expressly states otherwise in writing for a specific product, all Sepia products and Custom Work are For Research Use Only (“RUO”).

Sepia products and Custom Work are not intended or approved for human or animal therapeutic use, diagnostic use, clinical use, in vitro diagnostic use, ex vivo administration into humans or animals, use in food, drugs, medical devices, cosmetics, or consumer products, household or recreational use, or any application requiring governmental marketing authorization, clearance, approval, or registration.

You are solely responsible for determining whether your intended use is lawful and appropriate and for obtaining all required approvals, permits, consents, licenses, and third-party rights.

7. Customer Responsibilities; Safety; Compliance

You are solely responsible for selecting products suitable for your application; validating them for your workflow and use conditions; reading and following all labels, protocols, storage instructions, and safety documentation; ensuring proper containment, handling, storage, transport, disposal, and occupational safety practices; warning your personnel and contractors about product hazards; complying with all applicable laws, regulations, and institutional policies, including those relating to laboratory safety, biosafety, biosecurity, export controls, customs, sanctions, and waste disposal; and ensuring that your use of the products does not infringe, misappropriate, or otherwise violate any third-party rights.

8. Restrictions on Transfer and Use

Sepia may designate products, accounts, channels, territories, end users, or market segments as restricted, reserved, or ineligible in Sepia’s sole discretion.

Except as expressly authorized in writing by Sepia, you may not:

1.     sell, resell, distribute, transfer, or sublicense any Sepia product;

2.     use Sepia products, whether directly or indirectly, for any OEM, private-label, white-label, repackaged, or relabeled offering, or otherwise furnish, supply, or make Sepia products available to any third party as a standalone reagent, kit, assay component, or other product offering;

3.     remove or obscure any labels, legends, warnings, or proprietary notices;

4.     reverse engineer, deconvolute, disassemble, or analyze Sepia products to determine composition, formulation, structure, or manufacturing methods, except to the extent Sepia has expressly disclosed such information in product documentation or the restriction is unenforceable under applicable law; or

5.     isolate, recover, sequence, culture, amplify, propagate, replicate, or generate progeny from any cells, strains, organisms, nucleic acids, lysate source materials, or other biological material included in, contained in, or recoverable from any Sepia product, or use any such isolated, recovered, sequenced, cultured, amplified, propagated, replicated, or progeny material, or any derivative or modification thereof, for any purpose whatsoever.

You may permit your employees, contractors, and off-site service providers acting solely on your behalf to use products for your internal use in accordance with these Terms and the product documentation, provided that they are bound by written confidentiality and use restrictions at least as protective as these Terms, do not further make the products available to any third party, and you remain fully responsible for their compliance with these Terms.

9. Intellectual Property; Limited License

Sepia and its licensors retain all right, title, and interest in and to the Site, the products, all related know-how, formulations, methods, documentation, specifications, trademarks, trade names, copyrights, software, data, and other intellectual property. For clarity, the products include any cells, strains, organisms, nucleic acids, lysates, source materials, and other biological material included in, contained in, or recoverable from any Sepia product, together with any progeny and unmodified replications thereof. Except for the limited rights expressly granted in these Terms, no license, ownership right, or other right to isolate, recover, sequence, culture, amplify, propagate, replicate, generate progeny from, or otherwise use any such materials is granted, and Sepia and its licensors retain all right, title, and interest in and to such materials and any associated intellectual property.

Except as otherwise agreed by Sepia in a separate writing signed by Sepia, your purchase of a product conveys only a limited, non-exclusive, non-transferable, non-sublicensable right to use the purchased amount of product solely for your internal use and strictly in accordance with these Terms and the product documentation. No right to sell, resell, distribute, transfer, sublicense, or otherwise make the product available to any third party, whether on a standalone basis or otherwise, is granted. No rights are granted by implication, estoppel, or otherwise. No right to use Sepia trademarks, trade names, logos, product names, or branding is granted.

10. Biosecurity; Export Controls; Screening

Sepia may screen orders, customers, shipping destinations, end users, and requested uses for compliance with applicable law, export controls, sanctions programs, biosafety standards, and biosecurity requirements.

You represent and warrant that you are not purchasing, receiving, exporting, reexporting, transferring, or using Sepia products in violation of any applicable export control, sanctions, customs, anti-boycott, or similar law.

Sepia may request additional information in connection with screening and may refuse, suspend, or cancel any order if Sepia determines, in its reasonable discretion, that fulfilling the order could create legal, compliance, safety, biosecurity, misuse, or reputational risk.

11. Custom Work; Customer Materials; Confidentiality

Sepia may, in its sole discretion, offer custom products, custom formulations, custom packaging, custom services, evaluation work, feasibility work, development work, or other order-specific work (collectively, “Custom Work”), including work based on specifications, sequences, templates, plasmids, vectors, reagents, documents, data, or other information supplied by you or on your behalf (collectively, “Customer Materials”).

Any quotation, proposal, statement of work, specification sheet, order confirmation, or similar writing issued or accepted by Sepia for Custom Work may include additional or different terms applicable to that Custom Work. In the event of a conflict between these Terms and a Sepia-issued quotation, statement of work, or order confirmation expressly applicable to the Custom Work, the Sepia-issued document controls solely with respect to that Custom Work.

You are solely responsible for the accuracy, completeness, legality, and suitability of all Customer Materials and all instructions, specifications, sequences, performance criteria, and other information you provide to Sepia. Sepia may rely on all such materials and information without independent verification.

You represent and warrant that: (a) you have all rights, licenses, permissions, approvals, and consents necessary to provide the Customer Materials to Sepia and authorize Sepia to use them to perform the Custom Work; (b) the Customer Materials, and Sepia’s possession and use of them as contemplated by these Terms, will not infringe, misappropriate, or otherwise violate any third-party rights; (c) the Customer Materials and requested Custom Work comply with applicable law and institutional requirements, including those relating to biosafety, biosecurity, export controls, privacy, and hazardous materials; (d) unless Sepia expressly agrees otherwise in writing, the Customer Materials will be de-identified and will not include protected health information, patient-identifying information, or other information the disclosure of which is prohibited by law; (e) to the extent the Customer Materials include any sequence information, such sequence information does not encode, and is not intended to encode, any toxin, toxic product, select-agent-associated factor, or other hazardous biological substance or hazardous material subject to applicable biosafety, biosecurity, or similar laws or regulations, unless expressly disclosed to and accepted by Sepia in writing; and (f) you have disclosed all material hazards, handling precautions, storage requirements, toxicities, infectious risks, and other safety issues associated with the Customer Materials.

Unless otherwise expressly agreed by Sepia in writing, you will provide all Customer Materials at your sole expense and in accordance with Sepia’s instructions and applicable law, including labeling, packaging, shipping, chain-of-custody, and hazard communication requirements. Sepia may reject any shipment of Customer Materials that does not conform to Sepia’s requirements or applicable law.

Sepia may screen Customer Materials, specifications, requested uses, requested sequences, end users, destinations, and related information for legality, feasibility, biosafety, biosecurity, intellectual property, export control, sanctions, and other compliance or business concerns. Sepia may request additional information, certifications, or documentation in connection with such screening, and you agree to cooperate promptly and completely. Sepia may refuse, suspend, delay, or cancel any Custom Work, order, or shipment, in whole or in part, without liability, if Sepia determines in its sole discretion that the Custom Work or Customer Materials present legal, regulatory, safety, biosecurity, misuse, feasibility, intellectual property, reputational, or commercial concerns.

Sepia will not be liable for, and will not be in breach of these Terms because of, any errors, delays, failures, deficiencies, or nonconformities resulting from inaccurate, incomplete, nonconforming, contaminated, defective, delayed, or unsuitable Customer Materials or information supplied by you or on your behalf.

As between the parties, you retain all intellectual property rights in and to the Customer Materials. You grant Sepia and its affiliates a non-exclusive, worldwide, royalty-free right during the applicable Custom Work and thereafter as reasonably necessary to maintain internal records, satisfy legal, regulatory, compliance, archival, backup, disaster recovery, and record-retention requirements, and exercise surviving rights under these Terms, to use the Customer Materials to perform Sepia’s obligations under these Terms. In addition, Sepia and its affiliates may use Customer Materials and related data, results, and learnings, to the extent aggregated and/or de-identified and not disclosing Customer Confidential Information, on a perpetual, irrevocable basis to develop, manufacture, provide, support, and improve Sepia’s and its affiliates’ products and services.

Sepia retains all right, title, and interest in and to all methods, processes, procedures, protocols, algorithms, formulations, know-how, technologies, workflows, analytical methods, quality systems, data, general skills, ideas, improvements, modifications, and other technology or intellectual property used, practiced, developed, or improved by or on behalf of Sepia, whether in connection with activities performed under these Terms or otherwise (collectively, “Sepia Background Technology”), and any associated intellectual property rights. If Sepia incorporates any Sepia Background Technology into any deliverable, product, or other item shipped or provided to you and paid for by you under these Terms, then, subject to these Terms, Sepia grants you a perpetual, non-exclusive, non-sublicensable, fully paid-up, worldwide license to use such Sepia Background Technology solely as incorporated into, and solely as reasonably necessary to use, such deliverable, product, or other item. No rights in any Sepia Background Technology or other Sepia technology or intellectual property are granted by implication, estoppel, or otherwise.

For this Section 11, “Confidential Information” means any information disclosed or provided by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with Custom Work that the Disclosing Party clearly identifies as confidential at the time of disclosure or that a reasonable person would understand to be proprietary or confidential under the circumstances. Customer Materials are Customer Confidential Information, and Sepia Background Technology is Sepia Confidential Information.

The Receiving Party shall not (a) use the Disclosing Party’s Confidential Information except to perform its obligations or exercise its rights under these Terms, or (b) disclose the Disclosing Party’s Confidential Information except to those of its employees, contractors, advisors, affiliates, and other representatives who have a need to know and are bound by confidentiality obligations at least as protective as these Terms, or as otherwise authorized by the Disclosing Party in writing. The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and no less than reasonable care.

These confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is furnished to the Receiving Party by a third party rightfully in possession of the information and not subject to a duty of confidentiality; (iii) was already known by the Receiving Party at the time of disclosure, as shown by contemporaneous records; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by independent records.

The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by applicable law, regulation, or valid court or governmental order, provided that the Receiving Party gives reasonable prior written notice to the extent legally permitted and practicable and reasonable assistance, at the Disclosing Party’s expense, in seeking confidential treatment. Upon expiration or termination of the applicable Custom Work, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy the Disclosing Party’s Confidential Information, except that the Receiving Party may retain copies under conditions of confidentiality as required for legal archival, compliance, backup, disaster recovery, or record-retention purposes and to the extent necessary to exercise any surviving rights under these Terms.

12. Limited Warranty

Sepia warrants only that, when delivered and when handled and stored in accordance with Sepia’s instructions, each product will materially conform to Sepia’s published specifications for that product until the earlier of (a) the product’s stated expiration or retest date, or (b) if no such date is stated, ninety (90) days from the date of delivery.

This limited warranty does not apply if the product has been mishandled, misused, thawed and refrozen contrary to instructions, contaminated, modified, repackaged, exposed to improper temperatures, combined with other materials, or used outside Sepia’s instructions.

Your exclusive remedy, and Sepia’s sole obligation, for any valid warranty claim is, at Sepia’s option, to replace the nonconforming product, issue a credit, or refund the purchase price paid for that product. To make a warranty claim, you must notify Sepia in writing within thirty (30) days after discovery of the alleged nonconformity and provide reasonable supporting information requested by Sepia.

13. Warranty Disclaimer

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 12, THE SITE, PRODUCTS, DOCUMENTATION, TECHNICAL SUPPORT, CUSTOM WORK, AND ANY RELATED SERVICES OR INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEPIA DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR RESULTS OBTAINED FROM USE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEPIA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEPIA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE, THE PRODUCTS, CUSTOM WORK, OR THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO THE APPLICABLE SEPIA ENTITY FOR THE SPECIFIC PRODUCT, CUSTOM WORK, OR ORDER GIVING RISE TO THE CLAIM.

Nothing in these Terms excludes liability that cannot be excluded under applicable law.

15. Indemnification

You shall defend, indemnify, and hold harmless Sepia and its affiliates and each of their respective officers, directors, employees, agents, contractors, successors, and assigns from and against any third-party claim, demand, action, suit, damage, loss, liability, judgment, settlement, penalty, cost, and expense (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms; (b) your storage, handling, transfer, modification, marketing, distribution, or use of any product or Custom Work; (c) your violation of applicable law or regulation; (d) your failure to obtain any required approval, clearance, permit, license, or third-party right; or (e) materials, instructions, specifications, data, or content that you provide to Sepia.

This section does not require you to indemnify Sepia to the extent a claim is finally determined to have resulted from Sepia’s gross negligence or willful misconduct.

16. Technical Information; Website Use; Privacy

Any technical information, application guidance, troubleshooting assistance, protocols, or other support Sepia provides is for convenience only. You remain solely responsible for validating suitability, performance, and fitness for your intended use.

You may not use the Site for any unlawful, fraudulent, or malicious purpose; to interfere with the Site’s operation or security; to scrape, crawl, frame, mirror, or data-mine the Site except as permitted by Sepia in writing or by generally available search engine caching; to upload or transmit malware or harmful code; to impersonate another person; or to infringe Sepia’s or any third party’s rights. Sepia may suspend or terminate Site access at any time for violations of these Terms.

Your use of the Site and any personal information submitted through the Site are subject to Sepia’s Privacy Policy, as updated from time to time.

17. Governing Law; Venue

These Terms and any dispute arising out of or relating to these Terms, the Site, or any Sepia product or Custom Work shall be governed by the laws of the State of California, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to applicable law, the state courts located in San Francisco County, California, and the federal courts of the United States located in the Northern District of California shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party irrevocably submits to the jurisdiction of those courts.

18. Changes; Miscellaneous

Sepia may update these Terms from time to time by posting a revised version on the Site. The version in effect at the time Sepia accepts your order governs that order. Your continued use of the Site after updated Terms are posted constitutes acceptance of the revised Terms as to future Site use and future orders.

These Terms constitute the entire agreement between you and the applicable Sepia Entity with respect to the Site and, unless a separate signed agreement applies, the sale and use of Sepia products and Custom Work. If any provision is held unenforceable, the remaining provisions remain in effect. No waiver is effective unless in writing. You may not assign these Terms without Sepia’s prior written consent. Sepia may assign these Terms in connection with a merger, financing, reorganization, or sale of assets. Electronic records and signatures may be used in connection with orders and these Terms and will have the same legal effect as paper records and signatures to the extent permitted by law.

19. Contact Information

Questions regarding these Terms should be directed to:

Sepia Biosciences LLC
995 Market St, San Francisco, CA 94103
support@sepiabio.com