Services Terms and Conditions

Terms and Conditions For Delivery Of Service Product

BEFORE PLACING AN ORDER OR USING THIS PRODUCT OR SERVICE, PLEASE READ THE TERMS AND CONDITIONS SET FORTH BELOW. YOUR USE OF THIS PRODUCT OR SERVICE SHALL CONSTITUTE ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND CONDITIONS.

Client Obligations

Price

The price for any product (hereinafter "Product") or service (hereinafter “Service”) shall be the price stated in the NemaMetrix Project Plan Quotation. For Full Build and Candidate Line Projects, NemaMetrix bills on a 50/50 service payment plan. The first 50% is paid up front and is non-refundable. The second 50% is paid at end of the project and is only billable if a line is delivered.

For all other project types (e.g., Phenotyping Services, Inject Express, Custom Injection Mix, Transgenic Capture, and evaluation of sgRNA cutting), full payment is due for project start.

NemaMetrix quotations are valid for thirty (30) days unless otherwise stated in the quotation. Prices stated are exclusive of all taxes, fees, licenses, duties or levies and, unless otherwise stated in the quotation, transportation charges, freight and insurance. The attached quotation supersedes all previous quotations on the Products and Services stated in the quotation and the quotation number must be referenced on your purchase order.

Shipping and Handling

Unless specifically quoted, shipping and handling costs will be charged to the shipping account provided by the client. If requested by client, Special Handling such as Wet Ice, Hazardous and Dry Ice packaging, will be added to shipping charges as appropriate.

If a shipping account is not provided, domestic clients will be charged $100 and international clients will be charged $200 for shipping. This does not include any additional charges for Special Handling.

Payment Terms

Payment terms are Net 30 days for clients and customers with an established account. For all other customers, payment terms are as indicated on the attached quotation. A 5% fee accrued monthly is added to invoices not paid within 30 day grace period.

Make sure to create wires in USD for Net Value on invoice. Client is responsible for all transaction fees, including any wire generation fee imposed by the originating financial institution. A $100 fee will be added to subsequent invoices, if deposit value of payment does not match invoice.

Sales Tax

Applicable state sales tax will be added to your order. If you have Tax Exempt status, please forward a copy of your exemption certificate with your first order.

Strain Nomenclature

At the request of WormBase, genetic variation generated and recovered by NemaMetrix should retain the “knu # “ allele designation provided. Allele names can be ascertained from either product shipping documents or by emailing NemaMetrix .

Limited License

Use of transgenic deliverables by client recipient as Limited Licensee may be covered by various issued and pending patents (ex. patent # US8937213).

Use of this product and/or Service, and materials for creation and detection of transgenics including, but not restricted to, plasmids vectors, ODNs, RNAs, nucleases and transgenesis modification reagents, shall constitute acknowledgment and acceptance by Limited Licensee of a non-exclusive, non-transferable license of the Product, Progeny (meaning any unmodified descendant form of the Product), Modifications (meaning any modifications of the Product), Unmodified Derivatives (meaning any substances created by the limited Licensee which constitutes an unmodified functional subunit or product expressed by the Product), and Data for RESEARCH USE ONLY.

No “Commercial Use” is allowed. Commercial use means any and all uses of the Data, Product, Progeny, Modifications or Unmodified Derivatives thereof, by the Limited Licensee for monetary or other consideration, including but not limited to: (1) Sale or transfer, whether or not such sale or transfer is limited for use in research; (2) Provision of a service to a third party; (3) Use in any diagnostic, preventative, or therapeutic application; (4) Use in any veterinary, livestock or agricultural application; (5) Use in discovery and commercialization of therapeutic molecules and their compositions; and (6) Manufacturing of a product for sale.

Any and all rights to the Product, Progeny, Modifications or Unmodified Derivatives thereof, shall remain in NemaMetrix . No ownership rights are transferred. Data generated by the Limited Licensee using the Product, Progeny, Modifications or Unmodified Derivatives thereof, are owned by the Limited Licensee, subject to the use restrictions above.

Limited Licensee shall have no right to transfer or grant sub-licenses under this license. The Product, Progeny, Modifications or Unmodified Derivatives thereof, licensed to the limited Licensee must at all times remain in the possession of the limited Licensee, except that Licensee may transfer to other researchers, either directly or through not-for-profit stock centers, for academic and non-commercial research purposes.

InVivo Biosystems Obligations

Force Majeure

NemaMetrix shall not be liable for any delay or failure of performance, including without limitation, failure to deliver or failure to install, where such delay or failure arises or results from any cause beyond NemaMetrix’s reasonable control, including, but not limited to, flood, unusually severe weather, earthquake or other act of nature, power loss, strike, boycott, or other labor disputes, embargo, governmental regulation, or an inability or delay in obtaining materials. In the event of any such delay or failure of performance, NemaMetrix shall have such additional time within which to perform its obligations hereunder as may be reasonably necessary under the circumstances.

Indemnification

NemaMetrix shall indemnify its client, employees, directors and officers for any claims for injuries to persons or damages, which occur on NemaMetrix’s premises or premises under the exclusive control of NemaMetrix. NemaMetrix's client shall defend, indemnify and hold harmless NemaMetrix, its employees, directors and officers, from and against any and all liability, which it may incur, by reason of client's use of the results of the services hereunder

Limitation of Liability

NemaMetrix’s liability shall be limited to the price paid by you for the NemaMetrix products and services on the relevant sales transaction. Except as prohibited by law, in no event shall NemaMetrix be liable for any incidental or consequential damages or for lost profits, loss of data, or for any other claim, expense, liability or loss otherwise arising from any sale of products and services to you.

Repeat Attempts

NemaMetrix will make a maximum of three (3) attempts, as follows.

For any given step in the Project Plan, events may occur that cause step failure. NemaMetrix will repeat the step once at its own expense.

If the step fails to produce the desired result a second time, NemaMetrix will contact the client to get advice on a second repeat. If authorized, NemaMetrix will perform a third and final attempt at its own expense.

In the event that a step fails on the third attempt, the client will be contacted and, upon client consent, a Revised Project Plan will be implemented at client’s expense to cover the additional cost of materials and labor necessary to accomplish the workaround procedure.

Generation of one line constitutes completion of a project. If additional lines are requested, the client will be responsible for the cost of additional injections and screening.

Confidentiality

NemaMetrix keeps client's Information with the same degree of care it holds its own confidential information, including written Information relating to the services, data; know-how; assay methods; technical and non-technical materials. NemaMetrix will not use the Information except for the services to be performed pursuant to the client's order.

NemaMetrix will disclose the Information only to its officers, employees and affiliates directly concerned with the services, but will neither disclose the Information to any third party nor use the Information for any other purpose unless such materials: i. were known to NemaMetrix prior to the order, as evidenced by NemaMetrix 's written records; ii. are or become generally available to the public through no fault of NemaMetrix; iii. are received by NemaMetrix in good faith from a third party, not in breach of an obligation of confidentiality; iv. are independently developed, discovered or arrived at by NemaMetrix without use of or reference to Confidential Information; or v. are disclosed, pursuant to a requirement of law.

Only with expressed and written permission from client, will specific items of Information be made available for marketing purposes only.

Mutual Obligations

Dispute Resolution

Any dispute arising from the delivery, use, or inadequacy of product shall be resolved amicably by good faith discussions between the parties of client and NemaMetrix . If a party delivers written notice to the other party of any such dispute, the parties shall promptly convene a meeting, either in person or by telephone conference or videoconference, to attempt in good faith to resolve such dispute.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, that is not resolved by the parties within 30 days after a party’s delivery to the other party of notice of such dispute shall, upon the written request of either party, be referred to and finally resolved by arbitration.

The arbitration shall be determined by a single, independent, impartial arbitrator, as chosen by affirmation of each party. The seat, or legal place, of arbitration shall be a location agreed between the parties. The language to be used in the arbitral proceedings shall be English. The decision of the arbitrator shall be final, binding and non-appealable, except in the case of manifest error and judgment may be entered upon it in any court of competent jurisdiction, and subject to the aforesaid, the parties hereby exclude any rights of application or appeal to any court to the extent that they may validly so agree and in particular in connection with any question of law. The arbitrator shall determine the proportions in which the parties shall pay the costs of the arbitration procedure. The arbitrator shall have the authority to order that all or a part of the legal or other costs of a party incurred in relation to the arbitration shall be paid by the other party.

If, after thirty days, the parties cannot agree on a sole arbitrator, then, upon the request of any party, the arbitrator shall be appointed by the appropriate section of the Oregon State Bar. An arbitrator so appointed has all the powers of an arbitrator designated in the agreement to arbitrate or appointed pursuant to the agreed method.

Nothing contained in this Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the parties or any ongoing arbitration proceeding.

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