User Genomics Supplemental Terms

Meenta User Genomics Supplemental Terms

Last Updated: June 3, 2020

The following Meenta User Genomics Supplemental Terms (these “Supplemental Terms”) contain specific terms and conditions applicable to you, a Meenta User who is requesting Genomics Services from a Host on https://meenta.io (together with any of our proprietary software and mobile applications, the “Site”) owned by Meenta, Inc. (“Meenta”, “our”, “we” or “us”).  These Supplemental Terms are incorporated into (and, for clarity, do not supersede or replace) the Meenta User Terms of Use, available at https://meenta.io/user-terms/ (the “Terms of Use”), to which you agreed when you accessed the Services or created your Meenta Account. The Terms of Use, including the provisions therein relating to dispute resolution, disclaimers of warranties and limitations of liability, remain in effect in all respects. Unless defined below, all capitalized terms will have the definitions given to such terms in the Terms of Use.

1.  Requesting Genomics Services

From time to time, you may submit online orders requesting that a Host perform Genomics Services on one or more biological samples or specimens (“Specimens”), you provide and deliver to you all Results (each, a “Genomics Order”).  When you submit a Genomics Order, selecting from the choices afforded on the Site, you must:

(a) select a Host to perform the Genomics Services;

(b) select from the types of Genomics Services to be performed that are afforded by such Host;

(c) 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 “Genomics Service Specifications”);

(d) specify the type and quantity of Specimen(s) you will provide to the Host; and

(e) specify which of the protocols and other guidelines offered on the Site will govern the handling, storage, use and disposal of the Specimens by the Host (the “Protocols”).

The total fee for the requested Genomics Services (the “Host Fee”) will be made available for you to review before you are required to submit the final Genomics Order.  In consideration for providing an online platform connecting you with Hosts, we retain a portion of the Host Fees for our own compensation and pay the Host performing the Genomics Services its portion of the Host Fees.

2.  Meenta Review and Approval of Genomics Orders

Upon submission of a Genomics Order, Meenta and/or the Host will review the terms of the Genomics Order.  We may also undertake additional checks and processes designed to help verify that you will be able to pay the applicable Host Fee, including performing a credit check.  You acknowledge and agree that: (a) we or the Host may reject a Genomics Order for any reason in our or the Host’s sole discretion; and (b) we may condition acceptance of a Genomics Order on your down payment of, or your providing a letter of credit covering or all or a portion of the Host Fee, or such other conditions as may be mutually agreed (collectively, “Payment Conditions”).

Each time you submit a Genomics Order requesting Genomics Services, you agree that if the Host and Meenta accept your Genomics Order (such Genomics Order, an “Accepted Genomics Order”), you will comply with such Accepted Genomics Order, 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 the Terms of Use, including to pay us the applicable Host Fee and to deliver the Materials (as defined below) to the Host as described below.  Unless we determine otherwise, all Accepted Genomics Orders are final and all invoiced Host Fees are nonrefundable (except Host Fees paid for non-conforming Genomics Services as described in the “Services Warranty” in Section 5 of the Terms of Use).

3.  Instant Orders

You may encounter a Host that permits you to submit a Genomics Order that such Host has agreed to automatically accept without reviewing the terms of such Genomics Order (such Genomics Order, an “Instant Genomics Order”).  You acknowledge that for an Instant Genomics Order, the types of Genomics Services afforded by such Host, and the choices made available to you by the Site to customize the Genomics Service Specifications and/or the Protocols, may be more limited than for a typical Genomics Order (which the Host has the ability to review and accept or reject).  The Site will indicate if you may request an Instant Genomics Order for a given Host, including by making available a button labeled “Instant Book.” You acknowledge and agree that by clicking the “Instant Book” button, (i) you are submitting a Genomics Order that the Host has agreed in advance to accept, and thus such Genomics Order will automatically be deemed an “Accepted Genomics Order,” and (ii) you will comply with such Accepted Genomics Order, the Submission and Delivery Deadlines, and the Terms of Use, including to pay us the applicable Host Fee and to deliver the Materials to the Host as described below.  Notwithstanding the foregoing, after submitting an Instant Genomics Order, we may require that the Host only commence the Genomics Services upon your satisfaction of one or more Payment Conditions as described above, and your failure to satisfy any such Payment Conditions will result in the automatic cancellation of the applicable Instant Genomics Order.

4.  Fees for Genomics Services

We will invoice you for the Host Fee for each Accepted Genomics Order upon completion of the Genomics Services, when we notify you that the Results are available to be viewed and downloaded.  You agree to pay us all such invoiced Host Fees within thirty (30) days after receipt of invoice.  You also agree to pay us any late fees or charges you incur in connection with your failure to meet submission or delivery deadlines communicated to you through the Site (including on the Submission and Delivery Deadlines page).

5. Amendments to the Genomics Services

Using the “Amendments” feature of the Communication Tool, either you or the Host may propose to the other party (the “Reviewing Party”) an amendment to the Genomics Services or the terms the Host has agreed to provide you, including the Host Fees, Genomics 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 Genomics 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 the Host has agreed to provide (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.

6.  Delivery of Specimens to Host

You agree to deliver all Specimens and any other biological, chemical or other Materials to the Host at the address we provide according to the timeline specified in the applicable Accepted Genomics Order and on the Submission and Delivery Deadlines page of the Site.  All Materials (including Specimens) you deliver to a Host must not include, and you must not share with us or with any Host, any personally identifiable information, including any “Protected Health Information” or “PHI” (as defined in 45 C.F.R. 160.103).

7. Results

Upon completion of the Genomics Services, we will notify you by e-mail (at the e-mail address specified in your Meenta Account) or via the Communication Tool that the Results are available to be viewed and downloaded on the Site at the URL we provide.

8.  Genomics Services: Additional User Attestations, Representations and Warranties

Each time you submit a Genomics Order requesting Genomics Services or deliver Specimens or other Materials to a Host, you attest to such Host and to Meenta that you have requested that the Host perform the Genomics Services on one or more Specimens.  You decline to provide the Host with a copy of the informed consents (template, blank and unsigned) or other applicable regulatory documents used to obtain the Specimen(s).  You acknowledge that, as a result, the Host cannot independently verify that the Genomics Services comply with applicable law and institution policy.  You therefore make the attestations, representations and warranties below and in Section 8 of the Terms of Use, and agree that the Host may rely upon your attestations, representations and warranties in performing the Genomics Services and delivering the Results to you.

Without limiting the attestations, representations and warranties in Section 8 of the Terms of Use, each time you submit a Genomics Order requesting Genomics Services or deliver Specimens or other Materials to a Host, you attest, represent and warrant to such Host and to Meenta that:

  • All Materials (including the Specimens) have been de-identified as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) section 164.514 (b)(2), and do not contain any personally identifiable information (including PHI);
  • The delivery of the Materials (including the Specimens) to the Host and the Host’s use of such Materials to perform the Genomics Services do not and will not infringe the intellectual property rights or any other rights of any third party;
  • The requested Genomics Services are being performed under a research protocol or other regulatory designation and the Results will be used solely for research purposes and will not be used for individual patient care;
  • As applicable, an informed consent compliant with law and own institution policy has been obtained from each research participant from whom a Specimen has been obtained and the informed consent form appropriately authorizes the requested Genomics Services by the Host (including the sharing of Specimens with Hosts and the return of Results); and
  • No additional institutional review board or ethics committee approvals are required to perform the requested Genomics Services.