Services Terms & Conditions

ZYMO RESEARCH SERVICE TERMS AND CONDITIONS

The following terms and conditions for epigenetic services, including all implicit and necessarily associated services, (collectively, “Services”) govern the following Agreement between Zymo Research and the purchaser of Services (“Client”). ORDERING

  1. Client may request a quote to order Services by e-mailing services@zymoresearch.com or calling (949)679-1190. Zymo Research, at its discretion, will issue a quote for the requested Services. A Purchase Order (PO) number, credit card, or wire transfer information and the quote number issued by Zymo Research should be included on the Service Submission Form (“Order”). Zymo Research reserves the right to reject Orders for any reason.
  2. Client agrees to the quoted price by submitting an Order to Zymo Research. An Order must be submitted prior to sending any DNA (“Samples”) to Zymo Research for Services. The Zymo Research Service Submission Form and quote to the Client are incorporated into this Agreement in their entirety by this reference.
  3. Client certifies that the Samples are suitable for performing the Services as stipulated in the DNA Sample Requirements section of the Services. Should Zymo Research determine that the Samples are not suitable for Services; the client will be notified and must re-submit new Samples at their expense.
  4. Client will be invoiced for Services within 30 days after their receipt of the results of the Services. For Orders more than $60,000 (USD), ten percent (10%) of the quoted amount must be received prior to Zymo Research beginning performance of the Services. The remaining ninety percent (90%) payment due will be invoiced after Client’s receipt of the results of the Services. For Orders originating outside the U.S., the Client may be invoiced immediately after receipt of their Order for a portion of the quoted amount to be received prior to Zymo Research beginning performance of the Services.
  5. Client must pay an invoice within thirty (30) days of its receipt. Zymo Research may impose a late payment charge for outstanding invoices (payments).
  6. Client must pay for taxes, fees, and/or assessments Zymo Research may incur in performing the Services.

CHANGES OR TERMINATION OF AN ORDER

  1. In some limited cases Zymo Research may allow the Client to change the scope of an Order for Services. If the Client wants to alter the scope of the Services before performance of the Services are finished, Zymo Research and Client agree to use diligent and good faith efforts to achieve a solution suitable to both.
  2. Zymo Research may terminate any Order for Services at any time for any reason. Client does not have to pay for terminated Orders unless an Order is terminated for: (a) Default or refusal to pay for Services invoiced to Client; (b) Client’s breach of their obligations under this Agreement; or (c) Client files for bankruptcy protection, is held to be bankrupt, or has a receiver or trustee appointed. Cancellation of an Order by Zymo Research will not affect the ability of Zymo Research to enforce other rights under this Agreement or to seek other remedies for breach of the Terms and Conditions and warranties made by Client to Zymo Research.
  3. Zymo Research may at its discretion allow Client to Terminate an Order subject to payment for Services performed if Client is unable to submit suitable Samples for Services.

CUSTOMER PROVIDED MATERIALS

  1. To perform the Services, Client is responsible for proper preparation, packaging and shipment of Samples as stipulated in the DNA Sample Requirements section of the Services. Zymo Research will handle Samples professionally and according to generally recognized industry standards.
  2. In performing the Services, it may be necessary, and Zymo Research reserves the right, to request Client to provide additional amounts of Samples to perform the Services.

OWNERSHIP

Client will retain all ownership rights over Samples and the results and data generated from the Services unless stipulated otherwise in writing. Raw data files comprising the results and data of the Services will be archived at Zymo Research and available to the Client for two (2) months following initial delivery of the results to the Client. After this time, the raw data files will be destroyed and no longer available to the Client. Zymo Research will retain the right to use results and data generated by the Services for internal quality control purposes and will own all rights for inventions including improvements related to Zymo Research techniques and processes arising from performing the Services. Zymo Research maintains sole ownership of the methods, programs, and algorithms it uses to conduct the services.

WARRANTIES

  1. Zymo Research shall perform all Services with qualified professionals in accordance with generally recognized industry standards.
  2. Zymo Research makes no representation or warranty as to services provided by any third party to the Client regarding the Services.
  3. THE TERMS AND CONDITIONS OF THIS AGREEMENT CONTAIN ALL WARRANTIES MADE BY ZYMO RESEARCH TO THE CLIENT. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE GIVEN THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT OR THAT ARE PRESENT IN MATERIALS INCORPORATED BY REFERENCE, FOR THE SERVICES PERFORMED BY ZYMO RESEARCH FOR THE CLIENT. ZYMO RESEARCH DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICES, OR ANY RESULTS OR DATA GENERATED BY THE SERVICES, INCLUDING ANY WARRANTY THAT THE SERVICES, RESULTS OR DATA INFRINGE ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
  4. Zymo Research guarantees and will validate successful sequencing according to its Sequencing Performance and Validation Parameters. Zymo Research makes no promises regarding the nature of the results and data generated from the Services. The Client must pay for the Services performed no matter the nature of the results and data produced.

LIMITATION OF LIABILITY

  1. THE ENTIRE LIABILITY OF ZYMO RESEARCH AND CLIENT’S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING OUT OF THE SERVICES WHETHER ARISING FROM ZYMO RESEARCH’S NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, OR OTHERWISE WILL NOT EXCEED THE PAYMENTS MADE BY CLIENT TO ZYMO RESEARCH UNDER THIS AGREEMENT FOR THE SPECIFIC SERVICES FROM WHICH THE DAMAGES ARISE.
  2. IN NO EVENT WILL ZYMO RESEARCH BE LIABLE FOR: (a) ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA, REVENUE, PROFITS OR SAVINGS, EVEN IF ZYMO RESEARCH KNEW OR SHOULD HAVE KNOWN OF THE POSSIBLITY OF SUCH DAMAGES, (b) CLAIMS, DEMANDS OR ACTIONS AGAINST CLIENT BY ANY THIRD PARTY OR (c) THE ACTS OR OMISSIONS OF CLIENT OR ANY THIRD PARTY.
  3. Zymo Research will not be liable for delay or failure to fulfill its obligations when due to causes beyond its control including but not limited to acts of God, acts of Governmental authority, accidents, explosions, floods, fires, and the total or partial loss of the facilities dedicated to performing the Services.
  4. Transactions under this Agreement will be governed by California State law. Any dispute arising from this Agreement must be negotiated diligently and in good faith for a period of two (2) months within thirty (30) days after receipt of proper written notice of the dispute to attempt resolution by authorized representatives of Zymo Research and the Client before any other action is taken. If after the diligent and good faith negotiation a dispute remains unresolved it must be resolved by binding arbitration which shall be the exclusive jurisdiction for resolution of the dispute. The arbitration must be held under the American Arbitration Association rules at a location designated by the arbitrators in Irvine, California. Each party will select one arbitrator, and the two selected arbitrators will select a third arbitrator by mutual agreement.

NOTICES

All notices required by this Agreement must be sent by registered or overnight mail. Notices to Zymo Research, must be sent: Attention: Zymo Research - EpiQuest Project Manager, and should include the Client’s address as indicated on the Service Submission Form.

INDEMNITY

Client shall indemnify and hold harmless Zymo Research including its officers, directors, employees, and agents from any and all liability, claims, loss, damages, expenses, or judgments (including court or arbitration costs and attorneys’ fees) arising from an act or omission or representation of Client for use of the results and data generated from the Services performed by Zymo Research.

CONFIDENTIAL INFORMATION

Zymo Research and Client shall keep each other’s confidential information, including all information known to be or marked proprietary information in strict confidence as they would treat their own most valued confidential proprietary information. Zymo Research and Client must not disclose any such confidential or proprietary information to third parties unless express written permission is obtained from the other.

INTEGRATION & REPRESENTATIONS

THE PROVISIONS AND TERMS AND CONDITIONS OF THIS AGREEMENT FROM ZYMO RESEARCH TO THE CLIENT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN ZYMO RESEARCH AND THE CLIENT. NO PROVISIONS, TERMS, CONDITIONS, PRIOR COURSE OF DEALINGS, COURSE OF PERFORMANCE, USAGE OF TRADE, UNDERSTANDINGS, PURCHASE ORDERS, OR AGREEMENTS PURPORTING TO MODIFY, VARY, SUPPLEMENT, OR EXPLAIN ANY PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IN WRITING SIGNED BY REPRESENTATIVES OF ZYMO RESEARCH AND THE CLIENT AUTHORIZED TO AMEND THIS AGREEMENT. FURTHER, ZYMO RESEARCH AND THE CLIENT AGREE THAT NEITHER IS RELYING ON ORAL OR WRITTEN REPRESENTATIONS OR INDUCEMENTS NOT CONTAINED IN THIS AGREEMENT AND THAT EACH SHALL HAVE NO REMEDY EXCEPT FOR STATEMENTS EXPRESSLY CONTAINED IN THIS AGREEMENT.

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