Effective Date: August 30, 2017
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").
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.
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:
- (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 "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 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").
4. Instant Orders
5. Payment Terms
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
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:
- 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
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
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
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.
26. Miscellaneous Terms
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