User Terms

Effective Date: August 30, 2017

__Meenta User Terms of Use__

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

You, the Meenta User who is agreeing to register as a member of this Site (a "User"), hereby agree to be bound by these Meenta User Terms of Use ("Terms of Use").  You, the individual person who is registering the User with this Site (the "Registering User"), by clicking on a check box indicating your and the User's agreement to these Terms of Use (or otherwise affirmatively continuing the registering process), represent and warrant that you, the Registering User, have authority to agree to these terms on behalf of the User you are registering.  By accessing or using the Site, or by registering as a User with this Site, you, the User, and each of your authorized users who register as an authorized user of the User with this Site (each a "Registered User"), signify that you have read and understand these Terms of Use and that you (both the User and its authorized users) agree to be bound by these Terms of Use.  References in these Terms of Use to "you" or "your" refer to the User, except where the text expressly indicates it refers to the User'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, "User" refers to you (the Meenta User who has registered with this Site) and references to "Users" refers to all Meenta Users (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 our 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 Meenta User 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 User 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 or requests for Genomics Services by anyone under 18 is expressly prohibited.  By accessing or using the Site or requesting Genomics Services, you represent and warrant that you are 18 or older.

During the initial registration process of the User, the Registering User of the User will become the initial "administrator" for the User's Meenta account ("Meenta Account").  Your administrator 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 administrator may subsequently designate another Registered User as administrator using the functionality of the Site.  Registered Users' use of this Site, including requests for Genomics Services made by submitting an Order (as defined below), shall be deemed to be the actions of the applicable User, 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.  Requesting Genomics Services

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

  1. (a)select a Host to perform the Genomics Services;
  2. (b)select from the types of Genomics Services to be performed that are afforded by such Host;
  3. (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 "Service Specifications");
  4. (d)specify the type and quantity of Specimen(s) you will provide to the Host; and
  5. (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 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.

3.  Meenta Review and Approval of Orders

Upon submission of an Order, Meenta and/or the Host will review the terms of the 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 but not limited to performing a credit check.  You acknowledge and agree that: (a) we or the Host may reject an Order for any reason in our or the Host's sole discretion; and (b) we may condition acceptance of an 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 an Order requesting Genomics Services, you agree that if the Host and Meenta accept your Order (such Order, an "Accepted Order"), you will comply 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 these Terms of Use, including without limitation 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 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" below).

4.  Instant Orders

You may encounter a Host that permits you to submit an Order that such Host has agreed to automatically accept without reviewing the terms of such Order (such Order, an "Instant Order").  You acknowledge that for an Instant Order, the types of Genomics Services afforded by such Host, and the choices made available to you by the Site to customize the Service Specifications and/or the Protocols, may be more limited than for a typical Order (which the Host has the ability to review and accept or reject).  The Site will indicate if you may request an Instant 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 an Order that the Host has agreed in advance to accept, and thus such Order will automatically be deemed an "Accepted Order," and (ii) you will comply 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 these Terms of Use, including without limitation 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 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 Order.

5.  Payment Terms

We will invoice you for the Host Fee for each Accepted 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).  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 these Terms of Use, other than taxes on our income or the Host's 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 amounts 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).

6.  Communication Tool; Amendments to the Services

Once we have notified you of an Accepted Order, you (and your Registered Users) may correspond with the Host performing the Genomics Services described in such Accepted Order using the Site's messaging tool (the "Communication Tool").  You agree to use the Communication Tool with the Host solely to inquire about or otherwise discuss the Materials (including the Protocols), the Results and/or the Host's 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 request 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 Host, 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 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 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 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.

7.  Delivery of Specimens to Host

You agree 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 the Host at the address we provide according to the timeline specified in the applicable Accepted Order and on the Submission and Delivery Deadlines page of the Site.  All Materials (including without limitation 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 without limitation any "Protected Health Information" or "PHI" (as defined in 45 C.F.R. 160.103).

8.  Handling, Storage and Disposal of Specimens; Results

Each Host agrees to comply with all Protocols and 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 should contact us immediately if you decide for any reason that Materials delivered to the Host should be returned to you.  Notwithstanding anything to the contrary herein, you acknowledge and agree that Meenta cannot guarantee the return of any Materials that you have already delivered to the Host.  If you request the return of Materials, you will be obligated to pay for shipping and bear the risk of loss upon delivery by the Host to a common carrier.  Further, we reserve the right to charge you in full for the Genomics Services ordered for any returned Materials should the Host have commenced the ordered Genomics Services or incurred expenses in connection therewith (even if such Genomics Services were not completed).

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.

9.  Services Warranty

Each Host warrants that the Genomics Services will be performed in accordance with the applicable Service Specifications by qualified personnel (the "Services Warranty").  Our sole obligation with respect to a breach of the Services Warranty by the Host, and your sole remedy, shall be: (a) for Meenta to have the Host (or, in Meenta's sole discretion, an alternate Host) re-perform the non-conforming Genomics Services so that they conform to the Services Warranty at no additional charge; or (b) if, using commercially reasonable efforts, the Host is unable to re-perform and Meenta is unable to find an alternate Host to re-perform the non-conforming Genomics Services, to receive a refund for any Host Fees actually paid for the non-conforming Genomics Services.

You acknowledge that you are solely responsible for all aspects of the experimental design in connection with the requested Genomics Services, including without limitation the Service Specifications (the "Experimental Design").  Without limiting the Host's Services Warranty set forth above, neither Meenta nor the Host shall be responsible for any unexpected Results or adverse impact on the Results arising from or otherwise related to the Experimental Design.

10.  Meenta's Role and Obligations

We make available an online platform connecting Meenta Users with laboratories and other research institutions.  We do not perform Genomics Services and we do not own or operate Sequencing Equipment.

If for any reason a Host informs us or we determine in our sole discretion that a Host cannot perform the Genomics Services described in an Accepted Order, then we may select an alternate Host to perform such services.  In the event we select an alternate Host to perform the Genomics Services, we will promptly notify you and arrange for you or the previous Host, as applicable, to deliver the Materials to the alternate Host.

11.  Commitment to Exclusively Use the Site

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 Host that is then listed on this Site to perform Genomics Services outside of the Site.  The restrictions set forth in this paragraph shall not apply to a Host if: (a) you and such Host are part of the same laboratory, university, research facility or other similar organization; or (b) such Host performed sequencing services on your behalf at least once during the six (6) months preceding your registration as a member of the Site.

You acknowledge that we will contact the Host on your behalf after you submit an Order, and you agree not to engage the Host prior to acceptance of your Order.  All communications with Hosts related to the Genomics Services must be made using the Site's Communication Tool.

12.  User Attestations, Representations and Warranties

Each time you submit an 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 agree that the Host may rely upon your attestations, representations and warranties in performing the Genomics Services and delivering the Results to you.

Each time you use the Site, submit an 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:

  • You have the authority to agree to these Terms of Use (including without limitation the authority to submit Orders and request Genomics Services) and have the necessary rights to perform your obligations hereunder;
  • All Materials (including without limitation 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 without limitation PHI);
  • The delivery of the Materials (including without limitation 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 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 without limitation the sharing of Specimens with Hosts and the return of Results);
  • No additional institutional review board or ethics committee approvals are required to perform the requested Genomics Services;
  • You are fully aware of all applicable federal and state law and your own institution's policies, and you affirm that your request for Genomics Services complies with any requirements imposed by law or policy; and
  • You agree that the Results may be withheld in the event of any non-compliance with applicable law or institution policy.</li>

13.  Proprietary Rights in the Materials and Results

As between you and any Host providing Genomics Services on your behalf, you are 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 each Host retains ownership of any pre-existing products, materials, tools, methodologies and technologies owned by such Host ("Host Background Technology") and incorporated in the Results.  Each such Host assigns and agrees to assign to you all of its right, title and interest in and to the Results (but excluding any Host Background Technology incorporated therein), and all intellectual property rights therein.  You hereby grant each Host providing Genomics Services on your behalf 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, it licensors or other Users.  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 User 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 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 <a href="https://meenta.io/privacy-policy">https://meenta.io/privacy-policy</a>.  This policy governs the collection, use and sharing of personal and non-personal information from you when using 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.

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 request Genomics Services and submit Orders, without prior notice.  Without limiting the foregoing, the following may lead to a termination by Meenta of a User'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 Host 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; (f) extended periods of inactivity; and (g) solely in our discretion upon our receipt of any complaint or feedback from Hosts or other Users suggesting that you may have violated these Terms or Use or service obligations.  Upon any termination of your Meenta Account or access to the Site, you agree to pay any monies due and owing to any Host(s), up to the time of termination, for Genomics Services actually performed.  These Terms of Use shall survive with respect to your previous and outstanding Accepted Orders (including your payment obligations thereunder) 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, the Genomics Services or the Results, 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, the Hosts or their respective affiliates, officers, directors, shareholders, employees or agents be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages (even if such party 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 each Host (and their respective 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 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.

20.  Indemnification

You agree to indemnify and hold harmless Meenta, the Hosts 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 Host against Meenta) to the extent due to or based on your violation of these Terms of Use (including without limitation breach of your representations and warranties), except to the extent due to or resulting from Meenta's or the Host's negligence or willful misconduct.

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 Hosts' or other Users' 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 Host or other User.  You shall not use contact information provided by other Users or Hosts, or collect email addresses or other information about other Users and 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.  User 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 any Hosts that render Genomics Services on your behalf are independent contractors and nothing herein will be construed to create a partnership, joint venture, or agency relationship between you and any such Host.  You agree not to represent yourself in any way to be a partner or joint venturer of or with any Host.

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 User on the Site solely to identify you for the benefit of Hosts and other 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 Host that renders Genomics Services on your behalf, in each case superseding any prior agreements between you and Meenta or any such Host relating to the subject matter hereof.  The failure of Meenta or a Host 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 User Terms of Use Issues
71 Commercial St. #271
Boston, MA 02109
Email: legal@meenta.io

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