Effective Date: August 30, 2017
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").
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.
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
- (a)select from the types of Genomics Services to be performed from among then current services listed in your Services Profile;
- (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");
- (c)specify the type and quantity of Specimen(s) the Meenta User will provide to you; and
- (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").</li>
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.
5. Instant Orders
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.
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
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:
- 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;</li>
- 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
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
16. Links to Other Websites
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.
18. Disclaimer of Warranties
<strong>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.</strong>
19. Limitation of Liability
20. Indemnification and Insurance
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.
26. Miscellaneous Terms
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