Host Terms of Use

Effective Date: August 30, 2017

Meenta Host Terms of Use

Welcome to https://meenta.io/host-terms (the "Site"), an online platform connecting academic laboratories and other research institutions approved by Meenta, such as yourself ("Hosts") with users registered on the Site ("Meenta Users") who possess biological samples or specimens ("Specimens"). Through the Site, Hosts offer Meenta Users next generation sequencing and related genomics services ("Genomics Services") using sequencing instruments and other similar equipment ("Sequencing Equipment"), and deliver to Meenta Users (who elect to purchase such Genomics Services through the Site) the information, data, documentation, reports, results and other products of the Genomics Services (the "Results").

You, the Meenta Host who is agreeing to register as a member of this Site (a "Host"), hereby agree to be bound by these Meenta Host Terms of Use ("Terms of Use"). The individual person who is registering the Host with this Site (the "Registering User"), by clicking on a check box indicating the Host's agreement to these Terms of Use (or otherwise affirmatively continuing the registering process), represents and warrants that the Registering User has authority to agree to these terms on behalf of the Host the Registering User is registering. By accessing or using the Site, or by registering as a Host with this Site, the Host, and each of its authorized users who register as an authorized user of the Host with this Site (each a "Registered User"), signify that you have read and understand these Terms of Use and that the Host agrees to be bound by these Terms of Use. References in this Agreement to "you" or "your" refer to the Host, except where the text expressly indicates it refers to the Host's Registering User or Registered Users.

This Site is owned and operated by Meenta (sometimes also referred to herein as "we" or "us"). In these Terms of Use, "Host" refers to you (the Meenta Host who has registered with this Site) and references to "Hosts" refers to all Meenta Hosts (including you) who have registered with this Site.

You acknowledge and agree that your use of this Site is governed by these Terms of Use. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page, send you an email notifying you that Terms of Use have changed at the email address you provide when registering or applying for registration (or which you later update using the functionality of the Site), and will indicate at the top of this page the date these terms were last revised. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms of Use.

If the Host registering with this Site does not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

Please read these Terms of Use carefully as they contain important information regarding your legal obligations, remedies, and rights, including various limitations and exclusions.

1. Eligibility and Host Registration

The Site and the Genomics Services are intended solely for persons who are 18 or older. Any access to or use of the Site by anyone under 18 is expressly prohibited. By accessing or using the Site, you represent and warrant that you are 18 or older.

During the initial registration process of the Host, the Registering User of the Host will become the initial "administrator" for the Host's Meenta account ("Meenta Account"). Your Registering User will be able to authorize additional individuals from your organization as your Registered Users of this Site (each with his or her individual login and password). The Registering User may subsequently designate another Registered User as administrator using the functionality of the Site. Registered Users' use of this Site, including review and approval of Orders (as defined below) and the provision of Genomics Services, shall be deemed to be the actions of the applicable Host, and Registered Users use this Site subject to these Terms of Use. Each Registered User is responsible for safeguarding his or her password and agrees not to disclose his or her password to any third party. Unless expressly authorized by Meenta, you are not permitted to share your Meenta Account with anyone or allow others to access or use your Meenta Account (other than your Registered Users).

You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. You may not have more than one active Meenta Account and we reserve the right to suspend or terminate your Meenta Account and your access to the Site if you create more than one account.

2. Onboarding and Updating Your Services Profile

Once you have successfully registered for a Meenta Account, you will be required to complete a setup process (the "Onboarding Process") to be listed on the Site with the other Hosts in Meenta's network and for Meenta Users to be able to see you and request Genomics Services from you. The Site will guide you through the Onboarding Process, which will require you to describe the types of Genomics Services you will perform by selecting from the choices afforded on the Site. You will also specify the fees Users will be required to pay for the Genomics Services you are offering. The Genomics Services you select during the Onboarding Process and the associated fees will be saved to your Meenta Account under your "Services Profile." You may freely alter, remove or add to the types of Genomics Services you are willing to perform and/or the fees you will charge for such services by updating your Services Profile using the functionality of the Site.

3. User Requests for Genomics Services

From time to time, Meenta Users may submit online orders (each, an "Order") requesting that you perform Genomics Services that you have elected to offer on the Site on one or more Specimens provided by the Meenta User and deliver to such Meenta User all Results, in accordance with these Terms of Use. If the Meenta User selects you as its Host to perform Genomics Services that you have elected to offer, the Meenta User will select from the choices afforded on the Site and will be required to:

  1. (a)select from the types of Genomics Services to be performed from among then current services listed in your Services Profile;
  2. (b)respond to the specific queries asked by the Site in connection with the selected Genomics Services, including delivery and service performance timelines and any Sequencing Equipment necessary to perform such services (the "Service Specifications");
  3. (c)specify the type and quantity of Specimen(s) the Meenta User will provide to you; and
  4. (d)specify which of the protocols and other guidelines offered on the Site will govern your handling, storage, use and disposal of the Specimens (the "Protocols").

The fees the Meenta User will pay for the requested Genomics Services will be made available for the Meenta User to review before submitting the final Order. All Internal Users (as defined below) will pay, as compensation to you for performance of the Genomics Services, a services fee equal to the total fees set by you (during the Onboarding Process or by updating your Services Profile) for the requested Genomics Services (the "Genomics Services Fee"). All External Users (as defined below) will pay as compensation to you for performance of the Genomics Services, the Genomics Services Fee set by you. Additionally, all External Users will pay, as compensation to Meenta for providing access to the Site and related services, an additional fee equal to eight percent (8%) of the Genomics Services Fee (the "External User Fee"). For purposes of clarity, Internal Users will not be charged an External User Fee. As used herein, a Meenta User is an "Internal User" if you and such Meenta User are part of the same laboratory, university or research organization. An "External User" is any Meenta User who is not an Internal User.

4. Meenta Review and Approval of Orders

When a Meenta User submits an Order requesting that you perform Genomics Services on such Meenta User's behalf, we will share the terms of the Order with you and you must decide whether to accept or reject the Order. You must notify us of your decision to accept or reject an Order no later than one (1) business day after we notify you of such Order. Unless we determine otherwise, if you fail to notify us of your decision within the required timeframe, you forfeit your ability to accept the Order and such Order shall be deemed rejected.

We may also undertake additional checks and processes designed to help verify that the Meenta User will be able to pay the applicable fees, including but not limited to performing a credit check. You acknowledge and agree that, in addition to your ability to reject an Order, we reserve the right to: (a) reject an Order for any reason in our sole discretion (including, without limitation, in the event of any breach or violation (i) by you of these Terms of Use, or (ii) by the applicable Meenta User of the Meenta User Terms of Use); or (b) condition acceptance of an Order on the Meenta User's down payment of, or the Meenta User's providing a letter of credit covering, all or a portion of the applicable fees, or such other conditions as may be mutually agreed (collectively, "Payment Conditions"). If an Order is rejected other than by the Host (or by Meenta under the express instruction of the Host), Meenta will clearly communicate to the Meenta User that Meenta is the party rejecting the Order.

Each time you accept an Order submitted by a Meenta User (such Order, an "Accepted Order"), you agree to perform the Genomics Services and deliver the Results in accordance with (a) such Accepted Order, (b) the area of our Site that specifies submission and delivery deadlines applicable to all Hosts and Users, which we may update from time to time (the "Submission and Delivery Deadlines"), and (c) these Terms of Use as described below. Unless we determine otherwise, all Accepted Orders and applicable fees are final, and you may not request that the Meenta User pay a higher fee than the Genomics Services Fee specified in the applicable Accepted Order.

5. Instant Orders

During the Onboarding Process or by updating your Services Profile, you may choose to allow Meenta Users to submit Orders which, upon submission by the Meenta User, will automatically be deemed an "Accepted Order" (such Orders, "Instant Orders"). Using the functionality of the Site, you will be able to limit the types of Genomics Services that Meenta Users will be able to choose from under an Instant Order. You will also be able to restrict Meenta Users' ability to customize the Service Specifications and Protocols. By allowing Meenta Users to place Instant Orders, you acknowledge that, with respect to each Instant Order submitted by a Meenta User, (i) you have waived your ability to review the terms of or to reject such Instant Order, and (ii) you agree to perform the Genomics Services and deliver the Results in accordance with (a) the terms of such Instant Order, (b) the Submission and Delivery Deadlines, and (c) these Terms of Use as described below. Notwithstanding the foregoing, if prior to commencing the Genomics Services described in an Instant Order we notify you that we have required the applicable Meenta User to satisfy one or more Payment Conditions, you agree to comply with our reasonable instructions with respect to such Instant Order, including but not limited to waiting to commence the Genomics Services until such Meenta User has satisfied the Payment Conditions.

You acknowledge and agree that if you remove or alter any Genomics Services from your Services Profile, you will still be required to perform such services with respect to any outstanding Accepted Orders.

6. Payment Terms

In consideration for providing an online platform connecting you with Meenta Users, for each Accepted Order submitted by an External User, you agree that we may retain all External User Fees we receive from such External User. You further agree that nothing hereunder shall entitle you to any portion of the External User Fees.

For each Meenta User (whether an Internal User or an External User) for whom you perform Genomics Services, subject to your completion of the Genomics Services and delivery of the Results in accordance with these Terms of Use and the applicable Accepted Order, we agree to transfer to you the Genomics Services Fees specified in such Accepted Order no later than the earlier of (a) thirty (30) days after payment in full of the Genomics Services Fees by the Meenta User to us, or (b) sixty (60) days after your completion of the Genomics Services. You acknowledge and agree that we may offset Genomics Services Fees or other amounts we owe you if you incur any late fees in connection with your performance of the Genomics Services or delivery of the Results. All submission and delivery deadlines and any applicable late fees will be made available to you through the Site (including on the Submission and Delivery Deadlines).

In consideration for providing an online platform connecting you with Meenta Users, you agree to pay us a monthly service fee (the "Meenta Service Fee") equal to the percentage specified in your Meenta Account (as mutually agreed to by you and Meenta) of the total Genomics Services Fees incurred during the applicable calendar month by Meenta Users for whom you performed Genomics Services. On or around the first day of each calendar month, we will invoice you for the Meenta Service Fee for the Genomics Services Fees incurred during the prior month by Meenta Users for whom you performed Genomics Services. We send invoices to the e-mail address you specify using the functionality of the Site. You agree to pay us all such invoiced Meenta Service Fees within thirty (30) days after receipt of invoice. All fees payable hereunder are exclusive of any applicable sales, use, and other taxes, and you agree to pay (or reimburse us, as the case may be) any taxes due in connection with this Agreement, other than taxes on our income. All payments shall be made in U.S. Dollars. In addition to any other remedies available to us hereunder, if you fail to pay any undisputed Meenta Service Fees within thirty (30) days after payment is due, then you shall pay us a late payment charge equal to 1.25% per month (or the highest rate permitted by law, if lower).

7. Communication Tool; Amendments to the Services

Once we have notified you of an Accepted Order, you (and your Registered Users) may correspond with the Meenta User using the Site's messaging tool (the "Communication Tool"). You agree to use the Communication Tool with the Meenta User solely to inquire about or otherwise discuss the Materials (including the Protocols), the Results and/or your performance of the Genomics Services (including any related Sequencing Equipment and Service Specifications). You acknowledge and agree that you may not use the Communication Tool to offer, or respond to the Meenta User's requests for, additional services not described in the applicable Accepted Order or to engage in discussions other than in accordance with the preceding sentence. You agree not to modify or amend, or purport to modify or amend, any of the terms in these Terms of Use in any communications with a Meenta User, including using the Communication Tool. Meenta reserves the right to review any messages you send or receive via the Communication Tool, including without limitation to enforce the restrictions set forth in this paragraph.

Using the "Amendments" feature of the Communication Tool, either you or the Meenta User may propose to the other party (the "Reviewing Party") an amendment to the Genomics Services or the terms you have agreed to provide a Meenta User, including but not limited to the Genomics Services Fees, Service Specifications or Protocols (a "Services Amendment"). Once a Services Amendment has been proposed, the Reviewing Party will receive a notification through the Site's Communication Tool and will be able to review and either accept or reject the proposed Services Amendment. If the Reviewing Party chooses to accept, then the Services Amendment (including any changes to the Service Specifications and/or the Protocols) will be deemed effective. You acknowledge and agree that: (a) you shall not modify or amend the Genomics Services or the terms you have agreed to provide a Meenta User (other than through the "Amendments" feature of the Communication Tool as described in this paragraph); and (b) any such attempted modification or amendment shall be deemed to have no effect hereunder.

8. Delivery of Specimens to Host

Each Meenta User agrees to deliver all Specimens and any other biological, chemical or other materials and related documentation and information specified in the applicable Accepted Order (collectively, the "Materials") to you at the address listed in your Meenta Account according to the timelines specified in the applicable Accepted Order and on the Submission and Delivery Deadlines page of the Site. Meenta requires each Meenta User to agree that the Materials (including without limitation Specimens) delivered to you will not include, and each such Meenta User agrees not to share with you, any personally identifiable information, including without limitation any "Protected Health Information" or "PHI" (as defined in 45 C.F.R. 160.103). In the event that you become aware that PHI has inadvertently been shared with you, you shall immediately notify the Meenta User and Meenta upon discovery and shall protect all such PHI from unauthorized access, use and disclosure.

9. Handling, Storage and Disposal of Specimens; Results

With respect to each Accepted Order, you agree to comply with the Protocols selected by the Meenta User for the applicable Accepted Order and any applicable laboratory, regulatory, and health and safety guidelines and regulations governing: (a) the handling, storage and use of Specimens, until such times as the Genomics Services have been completed; and (b) disposal of any excess Specimens upon completion of the Genomics Services. You agree to cooperate with us if the Meenta User requests that the Materials be returned. In the event of any such return of Materials, the Meenta User will be obligated to pay for all related shipping and handling costs and will bear the risk of loss upon your delivery of such Materials to a common carrier. If a Meenta User requests the return of Materials prior to your commencement of the Genomics Services, you agree that no Genomics Services Fees will be due for such cancelled Accepted Order.

Upon completion of the Genomics Services, you must promptly (and in no event more than 48 hours after completion of the Genomics Services): (i) upload the Results to the Site or provide access to the Results via FTP in accordance with your standard operating procedures; and (ii) notify us by e-mail or using the functionality of the Site that the Results are available. We will notify the Meenta User that the Results are available to be viewed and downloaded from the Site or via FTP, as applicable.

10. Host Representations and Warranties

You represent and warrant that the Genomics Services will be performed in accordance with the applicable Service Specifications (including the timelines set forth therein) by qualified personnel (the "Services Warranty"). Upon any breach of the Services Warranty, you agree to, in our sole discretion: (a) re-perform the non-conforming Genomics Services so that they conform to the Services Warranty at no additional charge; or (b) if we or the Meenta User determines in our sole discretion that you are unable to re-perform the non-conforming Genomics Services, (i) reasonably cooperate with us to transfer to an alternate Host to re-perform the Genomics Services, including by delivering all Materials and Results (if any) in your possession to the alternate Host at your own expense, and (ii) return to Meenta any Genomics Services Fees we have transferred to you for the non-conforming Genomics Services. You acknowledge and agree that if you breach the Services Warranty, you will not be entitled to receive any payment from Meenta in connection with the applicable Accepted Order.

Without limiting the Services Warranty above, each time you use the Site, accept an Order submitted by a Meenta User, render Genomics Services or deliver Results to a Meenta User, you represent and warrant that:

  • You have the authority to agree to these Terms of Use (including without limitation the authority to accept Orders and to provide the Genomics Services) and have the necessary rights to perform your obligations hereunder;
  • The Genomics Services will be performed solely by your employees (including without limitation researchers, fellows, students and postdoctoral scholars), contractors and/or consultants (collectively, "Host Personnel") at your laboratory facility, which is a duly licensed laboratory under applicable federal, state and local laws, and you will not subcontract the performance of the Genomics Services or other obligations hereunder to any third party;
  • Your performance of the Genomics Services will not infringe the intellectual property rights of any third party (other than attributable to the Materials);
  • Your performance of the Genomics Services will comply with all applicable business conduct, regulatory, and health and safety guidelines or regulations established by any relevant governmental authority and, if applicable, you will perform the Genomics Services in material compliance with the current standards promulgated by the FDA applicable thereto, including, but not limited to, current Clinical Laboratory Improvement Amendments (42 CFR Part 493);
  • You will not to analyze, characterize, modify or reverse engineer any Materials supplied by a Meenta User or take any action to determine the structure of Materials supplied by a Meenta User unless and to the extent required under the applicable Order; and
  • Neither you nor any Host Personnel performing the Genomics Services have been debarred, and to the best of your knowledge, are not under consideration to be debarred, by the FDA from working in or providing services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992.
11. Commitment Not to Engage Meenta Users Outside the Site

Nothing in these Terms of Use shall limit or restrict your ability to provide sequencing or other related genomics services to parties other than Meenta Users. Notwithstanding the foregoing, following your registration as a member of the Site until six (6) months after termination of your Meenta Account (as described below), you agree not to engage any Meenta User to perform Genomics Services outside of the Site if you have previously performed Genomics Services for such User under an Accepted Order or have otherwise communicated with such User using the Site's Communication Tool. The restrictions set forth in this paragraph shall not apply to a Meenta User if: (a) such Meenta User is an Internal User; or (b) you performed sequencing services on such Meenta User's behalf at least once during the six (6) months preceding your registration as a member of the Site.

For purposes of these Terms of Use, you agree (a) not to engage a Meenta User prior to acceptance of an Order and, (b) after an Order has been accepted, to communicate with the Meenta User exclusively through the Site's Communication Tool.

12. Confidentiality

The term "Confidential Information" of the Meenta User shall mean all non-public data or information disclosed by the Meenta User to you in connection with the Genomics Services. Without limiting the foregoing, the Materials and the Results are also the Confidential Information of the Meenta User. You agree to retain in confidence all Confidential Information in your possession, using at least the same standard of care you use to protect your own confidential information (but in no event less than a reasonable standard of care) and not use the Confidential Information other than as contemplated under these Terms of Use, provided that you may disclose the terms and conditions of these Terms of Use to your employees, consultants and advisors who need to know such Confidential Information in order to perform their obligations under these Terms of Use and who have been advised of and have agreed to maintain the confidential nature of the Confidential Information. Your obligations of non-disclosure under this Agreement shall not apply to Confidential Information which you can demonstrate: (i) is or becomes a matter of public knowledge through no fault of your own; (ii) was rightfully in your possession prior to disclosure by the Meenta User; (iii) subsequent to disclosure, is rightfully obtained from a third party in lawful possession of such Confidential Information; (iv) is independently developed without reference to Confidential Information; or (v) is required to be disclosed by law (but only to the extent of such required disclosure).

13. Proprietary Rights; License to Materials

As between you and any Meenta User for whom you render Genomics Services pursuant to an Accepted Order, the Meenta User is the sole owner of, and retain all right, title and interest in and to all Materials (including without limitation the Specimens) and Results, and all intellectual property rights therein; provided, however, that you retain ownership of any pre-existing products, materials, tools, methodologies and technologies you own or any improvements made by you to these items as a result of rendering the Genomics Services ("Background Technology"). You hereby assign and agree to assign to the Meenta User all of your right, title and interest in and to the Results (but excluding any Background Technology incorporated therein), and all intellectual property rights therein. Before providing the Genomics Services, all Host Personnel performing the applicable Genomics Services must have agreed to (a) confidentiality obligations consistent with your nonuse and nondisclosure obligations hereunder, and (b) effectively vest in you any and all rights that such Host Personnel might otherwise have in the Results.

Each Meenta User grants to you a limited, non-exclusive, non-transferable right and license, without the right to sublicense, to use the Materials solely to perform the Genomics Services, including without limitation to generate and deliver the Results.

14. Proprietary Rights in the Site

All content on the Site, including designs, computer code, text, graphics, pictures, music, sound, and other works and their selection and arrangement (collectively, the "Site Content") are the proprietary property of Meenta or its licensors. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted or sold in any form or by any means, in whole or in part, without our prior written permission. You are granted a limited license to access and use the Site and the Site Content in accordance with these Terms of Use, including any Host areas to which you have properly gained access, solely to allow you to submit Orders and request Genomics Services. You may not upload or republish Site Content on any Internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights. For purposes of clarity, the "Site Content" does not include, and the restrictions set forth in this paragraph do not apply to, the Materials or the Results.

15. Privacy

You agree that you have read, understood and accept the terms of this Site's Privacy Policy, located at https://meenta.io/privacy-policy. This policy governs the collection, use and sharing of personal and non-personal information from you when using the Site.

The Site may contain links to other websites that are not under the control of Meenta or this Site. The inclusion of any link does not imply endorsement by us of such site and we are not responsible for the content of such linked sites. If you decide to leave the Site and access a third party website, you do so at your own risk.

17. Termination

You may terminate your Meenta Account at any time using the functionality of the Site or by delivering written notice to us. You agree that we may, with or without cause, immediately terminate your Meenta Account and access to this Site, including terminating your ability to provide Genomics Services to Meenta Users or be listed as a "Meenta Host" on the Site, without prior notice. Without limiting the foregoing, the following may lead to a termination by Meenta of a Host's Meenta Account and use of the Site: (a) any breach or violation by you of these Terms of Use (including but not limited to your representations and warranties hereunder) or other agreements with us or breach of guidelines we promulgate from time to time with respect to use of this Site; (b) your failure to pay invoiced Meenta Service Fees within the specified timeframe; (c) requests by law enforcement or other government agencies; (d) a request by you (self-initiated cancellation); (e) unexpected technical issues or problems; and (f) extended periods of inactivity. Upon any termination of your Meenta Account or access to the Site, you agree to pay any Meenta Service Fees due and owing to us, up to the time of termination. These Terms of Use shall survive with respect to any previous and outstanding Accepted Orders (including your obligation to perform the Genomics Services and deliver the Results described thereunder and to pay us any Meenta Service Fees, and our obligation to transfer to you the Genomics Services Fees incurred by Meenta Users for whom you have performed Genomics Services under any such previous and outstanding Accepted Orders) upon any termination of your Meenta Account or access to the Site.

18. Disclaimer of Warranties

Except as expressly stated above, we do not make and we disclaim all express and implied warranties and representations, including, but not limited to, any implied warranty of fitness for a particular purpose, with regard to the Site, the Site Content or the Materials, or that you will receive any Orders or any quantity of Orders requesting that you perform Genomics Services, to the extent permitted by law. We do not warrant that access to the Site or the Site Content will be uninterrupted or error-free or that defects in the Site will be corrected.

19. Limitation of Liability

Under no circumstances shall Meenta or its affiliates, officers, directors, shareholders, employees or agents be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages (even if Meenta has been advised of the possibility of such damages), including without limitation damages or loss of a "commercial" nature such as, but not limited to, loss of profits or revenue. It is expressly agreed that the aggregate liability of Meenta (and its affiliates, officers, directors, shareholders, employees and agents) with respect to any claims, whether in contract, tort (including negligence and product liability) or otherwise, arising out of or related to these Terms of Use, the Site, the Materials, the Orders, the Genomics Services or the Results, shall not exceed the fees you paid to Meenta during the twelve-month period immediately preceding the event giving rise to such damages.

Under no circumstances shall you or your affiliates, officers, directors, shareholders, employees or agents be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages (even if you have been advised of the possibility of such damages), including without limitation damages or loss of a "commercial" nature such as, but not limited to, loss of profits or revenue. It is expressly agreed that your aggregate liability (and your affiliates, officers, directors, shareholders, employees and agents) with respect to any claims, whether in contract, tort (including negligence and product liability) or otherwise, arising out of or related to these Terms of Use, the Orders, the Genomics Services or the Results, shall not exceed the fees paid to you by Meenta during the twelve-month period immediately preceding the event giving rise to such damages.

20. Indemnification and Insurance

You agree to indemnify and hold harmless Meenta, the Meenta Users and their respective directors, officers, employees and agents, from and against any damages, liabilities, costs and expenses (including attorneys' reasonable fees) arising out of any actual or threatened claim by any third party (including but not limited to a claim made by a Meenta User against Meenta) to the extent due to or based on (a) your violation of these Terms of Use (including without limitation breach of your representations and warranties), (b) your performance of the Genomics Services infringing the intellectual property rights of any third party (except to the extent attributable to Meenta), or (c) your failure to comply with any applicable federal, state or local laws in connection with performing the Genomics Services, in each case except to the extent due to or resulting from Meenta's or the Meenta User's negligence or willful misconduct.

You shall carry, with financially sound and reputable insurers, insurance coverage (including errors and omissions, professional liability and comprehensive liability coverage) with respect to the conduct of your business against loss form such risks and in such amounts as is customary for well-insured companies engaged in similar businesses.

21. Your Conduct

You (which for purposes of clarity includes your Registered Users) shall not knowingly post, upload, transmit or share any information or other content on the Site that:

  • is false, inaccurate or misleading;
  • is obscene or indecent;
  • infringes any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party;
  • is defamatory, libelous, threatening, abusive, hateful, or contains pornography;
  • contains unsolicited or unauthorized advertisements, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

You shall not interfere with Meenta Users' or other Hosts' use and enjoyment of the Site. You may not use the Site to conduct any activity that is illegal or violates the rights of others, provide instructional information about illegal activities, or promote physical harm or injury against any group or individual.

You shall not solicit personal information from anyone under the age of 18 or solicit passwords from any Meenta User or any other Host. You shall not use contact information provided by Meenta Users or other Hosts, or collect email addresses or other information about Meenta Users and other Hosts, to facilitate the sending of unsolicited bulk communications such as SPAM or SPIM or allow others use of your membership account to take such actions.

You may not use any robot, spider, scraper, automated scripts or other automated means to access the Site or content or services provided on the Site for any purposes. You may not post content on the Site that contains any viruses, Trojan horses, worms, time bombs, spiders, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You shall not attempt to make the Site unavailable through denial-of-service attacks or similar means or use the Site in a manner that could damage, disable, or impair the Site.

22. Host Notices

You agree that we may send notices to you by email at the email address you provide when registering or applying for registration (or which you later update using the functionality of the Site).

23. Comments and Suggestions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the service provided on the Site ("Comments"), provided by you to Meenta are non-confidential and that Meenta shall be entitled to the unrestricted use and dissemination of these Comments for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

24. Independent Contractor

You and each Meenta User for whom you render Genomics Services are independent contractors and nothing herein will be construed to create a partnership, joint venture, or agency relationship between you and any such User. Further, you and Meenta are independent contractors and nothing herein will be construed to create a partnership, joint venture, or agency relationship between you and Meenta. You agree not to represent yourself in any way to be a partner or joint venturer of or with Meenta or with any Meenta User. You are responsible for paying all withholding and other taxes required by law to be paid with respect to all Host Personnel as and when the same become due and payable.

25. Disputes and Governing Law

In the event of any dispute arising under or in any way connected with the Genomics Services, the Results or your membership in or use of the Site ("Dispute"), you agree to cooperate fully and to provide any documentation or other information we reasonably request.

These Terms of Use shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its choice of law rules, and the applicable federal laws of the United States of America. All Disputes shall be litigated exclusively in the state and federal courts residing in the Commonwealth of Massachusetts, and in no other court or jurisdiction. You hereby submit to the jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts.

26. Miscellaneous Terms

Meenta may assign these Terms of Use at any time to a subsidiary or parent company or to a successor to its business as part of a merger or sale of substantially all of its assets to which these Terms of Use relate. You may not assign or transfer these Terms of Use.

No party shall use the name of the other in connection with any products, promotions or advertising without the prior written approval of the other, except that we may use your name to identify you as a Meenta Host and provider of the Genomics Services in discussions with prospective Meenta Users and customers, and on the Site solely to identify you as the provider of offered Genomics Services for the benefit of Meenta Users as contemplated under these Terms of Use.

If any provision of these Terms of Use is held to be unenforceable for any reason, the remaining provisions will be unaffected and remain in full force and effect.

These Terms of Use, together with the Privacy Policy, constitute the entire agreement (a) between you and Meenta regarding the use of the Site and the content and services provided on the Site, and (b) between you and each Meenta User for whom you render Genomics Services, in each case superseding any prior agreements between you and Meenta or any such Meenta User relating to the subject matter hereof. The failure of you, Meenta or a Meenta User to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in any instance. In the event of any conflict, discrepancy or inconsistency between these Terms of Use and any Order, these Terms of Use shall control.

For any questions or comments, or to report violations of these Terms of Use, please contact us at:

Meenta, Inc.
Attn: Meenta Host Terms of Use Issues
71 Commercial St. #271
Boston, MA 02109
Email: legal@meenta.io

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