Terms of Use and Sale

Effective date: August 3, 2026

1. Acceptance of Terms

These Terms of Use and Sale ("Terms") govern your access to and use of redicell.com (the "Site") and all quotations, sales and supply of products by Auvum LLC, doing business as RediCell ("RediCell," "we," "us" or "our").

By using the Site, submitting an account application, submitting a request for quote, or purchasing any product from us, you accept these Terms in full. If you do not accept them, do not use the Site and do not order from us.

If you use the Site or order on behalf of an organization, you represent that you are authorized to bind that organization, and "you" means both you and that organization.

These Terms apply to every quotation and every sale unless RediCell and the buyer have signed a separate written agreement that expressly supersedes them. Any purchase order, terms of purchase, or other document issued by the buyer that adds to or conflicts with these Terms has no effect and is expressly rejected, even if RediCell accepts the order or ships product.

2. Eligibility and Accounts

The Site's public pages are informational. Pricing, volume tiers and requests for quote are available only to holders of an approved account.

• Accounts are available only to licensed healthcare practitioners, medical practices, research institutions, universities, hospital and academic laboratories, commercial laboratories and companies. A practitioner applicant must hold a current, unrestricted licence to practise, and must be acting within their own scope of practice. Accounts are not available to consumers or to anyone acquiring product for personal use.
• RediCell may require evidence of licensure, registration or institutional standing before approving an account, and may require it again at any time afterwards.
• You must be at least 18 years old and legally able to enter into contracts.
• An account application is a request only. RediCell reviews every application manually and may approve or decline any application at its sole discretion, at any time, without giving reasons.
• You must provide accurate, current and complete information in your application, including your name, organization, work email, telephone number, and delivery country. You must keep that information up to date. Providing false or misleading information is grounds for immediate refusal or termination.
• You choose your own password when your account is approved. You are responsible for keeping your credentials confidential and for all activity that occurs under your account.
• You must notify us at office@redicell.com immediately if you know or suspect that your credentials have been lost, shared or compromised.
• We may suspend, restrict or terminate any account at any time, with or without notice, including for breach of these Terms, suspected misuse, inaccurate information, or any indication that product may be used outside the restrictions in Section 3.

Approval of an account is an administrative decision only. It is not an endorsement of any intended use, and it is not a determination that any proposed use is lawful, appropriate or permitted. The restrictions in Section 3 apply to every approved account and to every sale.

The Site also accepts applications to join RediCell's sales team. Submitting such an application is a request only. It creates no employment, agency, contractual or other relationship, and RediCell is under no obligation to respond to, engage or appoint any applicant.

3. For Physicians and Clinical Use Only

This section is the central condition of every sale. All products supplied by RediCell are FOR PHYSICIANS AND CLINICAL USE ONLY.

RediCell is a supplier of material. RediCell does not practise medicine, does not direct patient care, and takes no part in any clinical decision. Products are supplied only to licensed practitioners and qualifying institutions, for use by or under the direct supervision of a qualified professional acting within their own licence and scope of practice.

• RediCell products are not approved, licensed, cleared or otherwise authorized by the U.S. Food and Drug Administration or by any other regulatory authority, and no product has an approved indication.
• RediCell makes no claim of safety or efficacy for any product, for any use, in any person, and nothing supplied by RediCell states or implies that any product treats, cures, prevents, mitigates or diagnoses any disease or condition.
• An investigation in human subjects requires an effective Investigational New Drug application under 21 CFR Part 312 and oversight by an Institutional Review Board. RediCell holds no such application, sponsors no clinical investigation, and supplies no product under one.
• RediCell makes no representation that any particular use of any product is authorized, permitted or lawful in the buyer's jurisdiction.

By submitting a request for quote or accepting delivery of any product, you represent, warrant and undertake that:

• you hold every licence, registration, permit and authorization your intended use requires, and you are acting within your own scope of practice;
• you, and not RediCell, are solely responsible for every clinical decision — whether to use any material at all, patient selection, informed consent, your own protocols and technique, preparation, monitoring, follow-up, and the reporting of any adverse event;
• you have satisfied yourself independently that your intended use is lawful in your jurisdiction, and you are not relying on RediCell for that determination;
• you will obtain any regulatory authorization your intended use requires, including an IND and IRB oversight where applicable;
• you will not resell, distribute, donate, lend or otherwise transfer the product to any person who is not a licensed practitioner or a qualifying institution;
• you will not represent, in any form, that RediCell has stated or endorsed any therapeutic use, result, safety profile or efficacy for any product;
• you will handle, store, label, transport and dispose of the product in compliance with all applicable laws, institutional policies and biosafety requirements applicable to human cell-derived material; and
• you will comply with all applicable human-tissue, informed-consent, biosafety, occupational-safety and waste-disposal laws in your jurisdiction.

Any use outside these restrictions is a material breach of these Terms, is entirely at your own risk, and is solely your responsibility.

4. No Medical Advice and No Protocol Guidance

Nothing on the Site, in any product listing, in any technical document or certificate of analysis that we may provide, or in any quotation, email or other communication from RediCell is medical, clinical or professional advice, and none of it should be treated as such.

RediCell does not provide clinical guidance, dosing information, treatment protocols, administration instructions, patient-selection criteria or any other guidance relating to use in humans or animals. We will not provide such guidance on request. If you ask us for it, we will decline.

The Site is not a substitute for consultation with a qualified healthcare professional. No physician-patient, provider-patient or professional relationship of any kind is created by using the Site, applying for an account, or communicating with us.

Content on the Site, including scientific summaries and references to published literature, is provided for informational purposes for a research audience. Published research describing a cell type or biological material does not constitute evidence of safety or efficacy of any RediCell product for any purpose, and is not an endorsement or recommendation of any use.

5. Quotations, Requests and Orders

• Product listings, descriptions and any pricing shown to approved account holders are an invitation to treat. They are not an offer to sell and do not create a contract.
• A request for quote submitted through the Site is a request only. It is not an order, not a purchase, not a reservation of stock and not a contract, and it does not obligate either party.
• RediCell may decline any request for quote, in whole or in part, for any reason and without giving reasons, including where the requested use is inconsistent with Section 3, where the buyer or destination is restricted, or where material is unavailable.
• RediCell responds to accepted requests with a written quotation. Each quotation is valid for thirty (30) days from the date of issue unless it states a different period on its face. After that period the quotation lapses automatically and any price, tier or lead time in it ceases to apply.
• A binding contract of sale is formed only when a written quotation issued by RediCell is accepted by the buyer in writing within its validity period and RediCell confirms acceptance in writing. No contract arises from a request for quote, a verbal discussion, a purchase order alone, or any automated acknowledgment generated by the Site.
• Pricing published in the Site's account area is indicative only, is subject to change without notice, and does not bind RediCell. Only the price stated in a written quotation applies to a given order.
• Volume tier pricing, where offered, is applied per product. Quantities of different products are not pooled, combined or aggregated to reach a tier, and quantities across separate orders are not aggregated.
• Where volume tier pricing is offered it runs in four published bands per product: 1–10 vials at list, 11–25 vials at 10% off list, 26–49 vials at 19% off list, and 50 or more vials at 23% off list. Quantities above fifty vials of a single product are quoted individually; the published 50 or more band is the deepest figure the Site itself will quote and is not a limit on what RediCell may agree in a written quotation.
• Minimum order quantities may apply. Any applicable minimum is stated in the Site's account area or in the quotation, and requests below the applicable minimum will not be quoted. Secretome products carry a 100-vial minimum per SKU, except the 1 ml secretome vial, which carries a 200-vial minimum. The mitochondria preparation carries a 100-vial minimum. Those products are priced per order rather than from published tiers.
• Products are subject to availability. Availability is confirmed only in a written quotation, and quoted lead times are estimates, not guarantees.
• Once a quotation has been accepted in writing, orders may be canceled or changed only with RediCell's written consent. Because products are cryopreserved biological materials reserved from limited inventory, consent may be withheld.

6. Prices, Payment and Taxes

• All prices are stated in United States dollars (USD), per the unit of sale stated in the applicable quotation per vial.
• Prices are exclusive of shipping, freight, insurance, dry ice and packaging surcharges, customs duties, import fees, brokerage charges, permit fees, and all sales, use, excise, value-added and similar taxes. The delivery basis is set out in Section 7.
• Domestic overnight freight is charged at between US$250 and US$400 per shipment, depending on the weight, the size and the distance of the consignment. The figure shown in the Site’s account area is that band; the charge that applies to a given order is the figure stated in the written quotation. International freight is passed through at cost — RediCell charges the buyer what the carrier charges RediCell, without a handling uplift — and is quoted per destination.
• The buyer is responsible for all shipping and handling charges and for all import duties, customs charges, clearance fees and taxes of any kind arising in the destination country. These are not included in the quoted price and are not refundable by RediCell.
• If RediCell is required to collect any tax, it will be added to the invoice unless the buyer supplies a valid exemption certificate before invoicing.
• Payment is not processed through the Site. The Site does not accept card details or any other payment information. Payment terms, accepted payment methods and any deposit requirement are stated in the applicable quotation or invoice. Payment is due in full before an order ships.
• Invoices are payable in full without set-off or deduction. RediCell may charge interest on overdue amounts at the rate stated in the applicable invoice or, if no rate is stated, at the maximum rate permitted by applicable law, together with reasonable costs of collection.
• RediCell may withhold shipment, suspend an account, or require prepayment where any amount is overdue or where a credit concern arises.

7. Shipping, Title and Risk of Loss

• Products are cryopreserved and ship frozen on dry ice in insulated containers, by a carrier selected by RediCell unless the quotation states otherwise. Shipping days may be restricted to protect the cold chain.
• Delivery dates are estimates. RediCell is not liable for delays caused by carriers, customs, weather or other causes outside its reasonable control.
• Products are supplied FCA RediCell's facility, Austin, Texas (Incoterms 2020). Title and risk of loss pass to the buyer when RediCell hands the product to the carrier at that facility. From that point the shipment travels at the buyer's risk, subject to the claim process below and to Section 8.
• The buyer must ensure that a qualified person is available to receive the shipment on the scheduled delivery date and to place the material into appropriate storage immediately on arrival. RediCell is not responsible for loss or degradation caused by a failed or refused delivery, an incorrect address, an unattended delivery, or delayed transfer to storage.
• The buyer must inspect every shipment on arrival, including the condition of the outer container, the quantity of dry ice remaining, and the condition of the product containers.
• Any shortage, visible damage or temperature excursion must be reported to office@redicell.com within twenty-four (24) hours of delivery, with photographs of the outer container, the packing configuration, the remaining dry ice and the product containers, together with the shipment tracking number and any temperature indicator reading. That period is referred to in these Terms as the claim window.
• The buyer must retain the material, the packaging and all shipping documentation until the claim is resolved. Discarding the material or packaging before resolution ends the claim.
• Claims not made within the claim window, or made without the evidence described above, are waived.

8. No Returns

Cryopreserved biological products cannot be returned, exchanged, restocked or refunded once they have shipped. This is because the integrity of the material depends on an unbroken cold chain that RediCell cannot verify once the material leaves its control. All sales are final.

The damage and temperature-excursion claim process in Section 7 is the buyer's sole and exclusive remedy for any product that arrives short, damaged or outside specification. Where a claim is validated by RediCell, RediCell will replace the affected units at its own cost. Where the affected units are not in stock, RediCell will replace them from the next available lot, or, if the buyer prefers not to wait, issue a credit or refund of the price paid for those units at the buyer's election. RediCell has no other obligation and no further liability.

Product that has been thawed, opened, used, mishandled, stored outside the stated conditions, or transferred to a third party is not eligible for any claim.

Where a shipment fails because of something we did. If product arrives unusable and the cause is our packing, our labelling, our handling or our scheduling, we will replace it at our cost. Report it within the claim window in Section 7, with photographs of the shipment as received, and keep the material and the packaging until the claim is resolved. This does not apply to a carrier delay outside our control, to a delivery that could not be accepted at the address given, or to storage or handling after delivery.

9. Export, Import and Compliance

• The buyer is solely responsible for obtaining, at its own cost and before shipment, every import permit, export permit, customs authorization, institutional approval, biosafety approval and other authorization required to receive, hold and use the product in the destination country.
• The buyer must provide RediCell with any documentation reasonably required for export clearance. RediCell may delay or cancel a shipment where required documentation is missing.
• The buyer will comply with all applicable United States export control and economic sanctions laws, including the Export Administration Regulations and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, and with all equivalent laws of the destination country.
• The buyer will not export, re-export, divert or transfer any product, in whole or in part, to any country, entity or person that is embargoed, sanctioned or otherwise restricted, or in violation of any applicable law.
• The buyer represents that it is not owned or controlled by, and is not acting on behalf of, any person subject to sanctions or export restrictions.
• RediCell may refuse, suspend or cancel any request, quotation or shipment where it believes in good faith that proceeding would violate applicable law or its own compliance policies. Refusal on this basis is not a breach by RediCell.

10. Intellectual Property

The Site and all of its contents — including text, product descriptions, technical documentation, images, graphics, logos, the RediCell names and marks, page layouts, and the compilation and arrangement of all of it — are owned by Auvum LLC, doing business as RediCell or its licensors, and are protected by United States and international copyright, trademark and other intellectual property laws.

You may view the Site and print or download individual pages for your own internal, non-commercial reference. You may not otherwise copy, reproduce, republish, distribute, modify, translate, create derivative works from, publicly display or commercially exploit any part of the Site without our prior written permission.

The sale of a product transfers ownership of the physical material supplied and nothing else. No license, express or implied, is granted under any patent, know-how, trade secret or other intellectual property right of Auvum LLC, doing business as RediCell or any third party, and no right is granted to reproduce, expand for redistribution, reverse engineer, modify, or use the product to develop or manufacture any commercial product or service.

Nothing in these Terms grants you any right to use the RediCell names, logos or marks in any advertising, publication, press release or promotional material without our prior written consent.

11. Disclaimer of Warranties

ALL PRODUCTS AND ALL CONTENT ON THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, REDICELL DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

Without limiting the above:

• RediCell does not warrant that any product will achieve any particular result, yield, viability, potency, purity, differentiation, expression profile, biological activity or experimental outcome.
• RediCell does not warrant that any product is safe or effective for any purpose, nor that any product is fit for administration to a human or an animal or for any clinical, diagnostic, therapeutic or veterinary use. Whether to put a product to any such use is the practitioner’s own clinical decision, taken on the practitioner’s own judgement and responsibility, and RediCell takes no part in it.
• RediCell does not warrant that the Site will be uninterrupted, error-free, secure or free of harmful components, or that information on the Site is complete, accurate or current.
• Biological materials are inherently variable. Any specification, certificate of analysis or technical data that RediCell provides describes the lot as tested at the time of testing and is not a guarantee of performance in the buyer's hands or in the buyer's application.
• Any technical information, literature reference or suggestion provided by RediCell is offered in good faith for research reference only, without warranty, and the buyer is solely responsible for determining the suitability of any product for its own purposes and for validating it in its own system.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, AUVUM LLC, DOING BUSINESS AS REDICELL, AND ITS OFFICERS, MEMBERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOST OR DAMAGED SAMPLES, LOST OR REPEATED EXPERIMENTS, RESEARCH DELAY, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SITE, ANY PRODUCT, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR ANY OTHER THEORY, AND EVEN IF REDICELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, REDICELL'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO A PRODUCT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO REDICELL FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL REDICELL'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS OF EVERY KIND, ARISING OUT OF OR RELATED TO THE SITE, ANY PRODUCT, OR THESE TERMS, EXCEED ONE MILLION U.S. DOLLARS (US$1,000,000) IN THE AGGREGATE.

RediCell has no liability of any kind for any use of a product that breaches Section 3, including any administration of a product to a human being or an animal, and no liability for any injury, illness, death, regulatory action or claim arising from such use.

These limitations apply even if a limited remedy is found to have failed its essential purpose. Some jurisdictions do not allow certain limitations of liability, so parts of this section may not apply to you.

13. Indemnification

You agree to defend, indemnify and hold harmless Auvum LLC, doing business as RediCell, and its officers, members, employees, agents, suppliers and licensors from and against all claims, demands, actions, investigations, proceedings, damages, judgments, settlements, losses, fines, penalties, costs and expenses, including reasonable attorneys' fees and expert costs, arising out of or related to:

• your use, handling, storage, transport, modification, transfer, resale or disposal of any product;
• any administration of a product to a human being or an animal, and any clinical, diagnostic, therapeutic or veterinary use of a product, in breach of these Terms — whether by you, by your personnel, or by any person to whom you transferred the product;
• your breach of these Terms or of any representation, warranty or undertaking in them, including those in Section 3;
• your violation of any applicable law or regulation, including export control, sanctions, import, human-tissue, biosafety or research-oversight requirements;
• your infringement of any third-party right; or
• any inaccurate information you provided in an account application or a request for quote.

RediCell may assume the exclusive defense and control of any matter subject to indemnification, at your expense, and you agree to cooperate with that defense. You may not settle any such matter in a way that imposes any obligation or admission on RediCell without our prior written consent.

This section survives termination of your account and completion of any sale.

14. Website Use and Prohibited Conduct

You may use the Site only for lawful purposes and only as permitted by these Terms. You agree that you will not:

• share, sell, transfer or otherwise disclose your account credentials, or allow anyone else to access the Site through your account;
• access, attempt to access, or continue to use the pricing area, volume tier information or any other restricted area without a current approved account;
• scrape, crawl, harvest, index, mirror, cache or systematically extract pricing, tier data, product data or any other content from the restricted areas of the Site, by any manual or automated means;
• use any robot, spider, script, bot or other automated means to access the Site, except for well-behaved search engine crawlers accessing public pages;
• circumvent, disable, probe, scan or otherwise interfere with any authentication, access control, rate limit or security feature of the Site;
• attempt to gain unauthorized access to any part of the Site, its server, its database, or any account other than your own;
• introduce any virus, malware or other harmful code, or take any action that imposes an unreasonable load on the Site's infrastructure or disrupts its operation;
• submit patient information or any other health information about an identifiable individual through any form on the Site; or
• use pricing, tier or product information obtained from the Site for competitive benchmarking, republication or distribution to third parties. Pricing disclosed to approved account holders is confidential business information of RediCell.

We may investigate suspected violations, suspend or terminate access without notice, and refer matters to law enforcement.

15. Third-Party Links

The Site may contain links to third-party websites, publications, databases or resources. These links are provided for convenience and reference only.

RediCell does not control, endorse, sponsor or assume responsibility for any third-party site or its content, products, services, accuracy, security or privacy practices. Accessing a linked site is entirely at your own risk, and the terms and privacy policy of that site will govern your use of it. Any dealings you have with a third party found through the Site are solely between you and that third party.

16. Changes to These Terms

RediCell may revise these Terms at any time. The revised version takes effect when posted on the Site, and the effective date at the top of this page will be updated.

Your continued use of the Site, or your submission of any request for quote, after the revised Terms are posted constitutes acceptance of them. If you do not accept a revision, stop using the Site and stop ordering.

The version of these Terms in effect on the date RediCell issues a written quotation governs the contract formed by written acceptance of that quotation. We recommend reviewing this page periodically.

17. Governing Law and Disputes

These Terms, and any dispute arising out of or related to them, the Site, or any sale of product, are governed by the laws of the State of Texas, United States, without regard to its conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

You and RediCell agree that the exclusive venue for any dispute is the state and federal courts located in Travis County, Texas, and each party consents to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum.

Any claim must be brought within one year after the claim arose, or it is permanently barred, to the extent permitted by law.

Each party waives any right to a trial by jury and agrees that claims may be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding.

If any provision of these Terms is found unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions will remain in full force. Our failure to enforce any provision is not a waiver of it.

18. Contact

Questions about these Terms, about an account application, or about a quotation should be directed to:

• RediCell Biologics, Auvum LLC, doing business as RediCell
• Email: office@redicell.com
• Telephone: 512-541-2026
• Office hours: Monday to Friday, 8:00 a.m. to 4:00 p.m. Eastern Time
• Notices under these Terms must be sent in writing to: 1005 Congress Ave, Suite 925, Austin, TX 78701

Damage and temperature-excursion claims under Section 7 must be sent to office@redicell.com within the claim window stated in that section.