Terms and Conditions

These general Terms and Conditions (“Terms”) shall apply to any genetic testing services and other services (the “Services”), as well as the testing kits (the “Kits”) that Stem Genomics SAS, a privately-held company located at the IRMB-Hôpital St Eloi, 80 avenue Augustin Fliche, 34295 Montpellier Cedex 5, France (“Stem Genomics”), provides to its clients (the “Client”: any physical or legal person to whom Stem Genomics renders the Services). The parties agree to the following Terms:

1. Definitions

“Services”: this term indicates all genetic testing services that Stem Genomics SAS provides to its clients, such as Duo iCS-Karyo, iCS-digital™ PSC, iCS-digital™ MSC,iCS-digital™ Aneuploidy, Ed-digital, Myco-digital or iCS-digital™ Custom services.

“Kit”: this term indicates all iCS-digital™ PSC kits.

“SaaS”: this term indicates the Software as a Service owned by Stem Genomics and dedicated to the analysis of the iCS-digital™ kit results.

“User”: this term indicates any physical or legal person using the SaaS.

“Personal Data”: this term indicates the data provided by the User for the creation and management of his online account.

“Analysis Data”: this term indicates the data loaded on the SaaS by the User, as well as the data produced either by the SaaS or resulting from the Services analysis.

“Materials”: this term indicates the SaaS content, features and functionality, including, but not limited to, text, graphics, logos, images and video clips.

2. Services

2.1 Standard of Performance. Stem Genomics will use all reasonable efforts to successfully complete the Services, using due care in accordance with the generally prevailing applicable industry standards, taking into consideration Stem Genomics level of experience in the required techniques. Client is aware and acknowledges that the methods of performing the Services rely on statistical sampling. It is therefore, the Client’s responsibility to verify the plausibility and validity of results, and if appropriate to request retesting, possibly using a different confirmatory method.

2.2 Sample Materials. Client will send, at his/her own expenses, to Stem Genomics sufficient quantities of the sample materials, compounds, or substances to perform the Services. Stem Genomics will use reasonable care in handling and storing such samples, but shall not be held responsible for any loss or destruction thereof.

2.2.1. For the Ed-digital, Myco-digital and iCS-digital™ test range: Stem Genomics will destroy any unused samples one (1) month after sending the final results.

2.2.2. For the duo iCS-karyo test: the microscope slides will be kept for six (6) months and the fixed cells for five (5) years. Stem Genomics reserves the right to refuse to process any sample(s) for analysis in the following cases: 1) in absence of prior notification of sample shipment by the Client, which should occur at least one (1) week in advance, 2) if the samples are received on Thursdays or Fridays and 3) if more than 5 samples are shipped at the same time.

2.3 Confidentiality. During the performance of the Services and for a period of ten (10) years thereafter, each party will treat all information provided by the other in connection with the Services as proprietary and confidential, and will not knowingly disclose, divulge, reveal or report the same to any third person other than the disclosing party or its designated representatives. It is excluded from the confidentiality obligations any information that the receiving party can demonstrate to be (i) independently developed or discovered by the receiving party without the disclosing party’s confidential information; (ii) already known to the receiving party; (iii) in the public domain, other than through breach of these Terms, or any of the receiving party’s obligations to the disclosing party; (iv) disclosed to the receiving party by a third party not in breach of a duty of confidentiality owed to the disclosing party; or (v) required to be disclosed by law, or court or administrative order; provided that the receiving party uses reasonable efforts to give prompt notice to the disclosing party and provides reasonable cooperation with the disclosing party’s efforts to seek confidential treatment for the information.

2.4 Client Representations. Client represents that: (i) it owns, or otherwise has the right to provide the samples to Stem Genomics for use in the performance of the Services; (ii) the samples, and the reception and use by Stem Genomics of such samples for the Services do not infringe any legal rights (including intellectual proprietary rights) of any third-party, and do not violate any applicable ordinance, law, or rule; and (iii) the samples are not hazardous and do not contain toxic materials.

3. Kits

3.1 Restriction of use & copyrights. The SaaS shall be exclusively used for the analysis of the results obtained with the iCS-digital™ kit. The User agrees not to use the SaaS for any other purpose. By accepting these Terms and Conditions, the User acknowledges that the Kit and the SaaS will be used only for laboratory and research purposes. The SaaS and its Materials used within or displayed by the instrument are either owned or licensed by Stem Genomics. The User may, view, print and/or download Materials from the SaaS, provided that the User keeps intact all copyright and other proprietary notices. The Kit and the SaaS should not be used to provide paid services to a third party without the prior consent of Stem Genomics.

3.2 Standard of performance. Stem Genomics will use all reasonable efforts to ensure the accurate completion of the analysis produced by the SaaS, taking into consideration Stem Genomics level of experience in the required techniques. The User is aware and acknowledges that the analysis methods rely on statistical sampling. Therefore, it is the User’s responsibility to verify the plausibility and validity of the obtained results.

3.3 Safety Policy. The User understands that some of Stem Genomics products may contain potentially harmful items and/or chemicals that could cause injury if misused as may be reported in the Safety Data Sheets. The User agrees to use and store the products only as directed.

3.4 Confidentiality and results ownership. Stem Genomics undertakes to keep confidential and not to use any Analysis Data or Personal Data provided by the User, or produced by the SaaS. However, the User agrees that Stem Genomics has the right to accede to the Analysis Data or Personal Data for maintenance or update purposes. Stem Genomics will only process the Personal Data to the extent, and in such a manner, as it is necessary for the provision of the SaaS. The Personal Data may be subject to processing in accordance with the General Data Protection Regulation (GDPR). On its side, the User is committed in keeping the Analysis Data confidential by anonymizing the sample names prior to uploading the input files on the SaaS.

3.5 Stem Genomics responsibility. Stem Genomics is committed to ensure SaaS normal functioning, within the general measures in effect. Stem Genomics cannot guarantee that SaaS use will be uninterrupted. Stem Genomics retains the right to temporarily interrupt or modify the SaaS at any time without any prior notification.

4. Payment

Client shall make payment in full for all invoiced fees and charges, with no right to set-off or reduction. Unless otherwise agreed in writing by Stem Genomics, the payment term is net thirty (30) days from the invoice date, and payment is done in Euros by bank transfer. Each party will cover the bank transfer costs of its own bank. If payment is not received by the due date, Stem Genomics reserves the right to levy an interest charge of 1.5% per month (18% annually) or the maximum allowed by law.

5. Warranties

5.1 DISCLAIMER. EXCEPT AS EXPLICITLY SET FORTH IN SECTION 1.1 HEREOF, STEM GENOMICS MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND THE KITS, OR THE RESULTS GENERATED FROM THEM, AND STEM GENOMICS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NATURE OF THE CONTENT, OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICES AND THE RESULTS. THE INFORMATION CONTAINED IN ANY RESULTS IS INTENDED FOR INFORMATIONAL USE IN CONNECTION WITH, AND NOT AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL, AND JUDGMENT OF THE CLIENT. Regarding results generated from both the Kits and the Services, Stem Genomics will do its best to store the Analysis Data on its servers for two (2) years. However, Stem Genomics cannot be held responsible for any direct or indirect damage or loss of any Analysis Data ensued from the use of the Kit, the SaaS, or ensued from server issues. The User can delete at any time its Analysis Data and Stem Genomics undertakes to permanently discard the Personal Data or Analysis Data upon the User request. Under no circumstance, shall Stem Genomics be liable to the Client for any special, incidental, consequential, or exemplary damage (including, without limitation, loss of profits, business, or damage to goodwill) arising out of or related to these Terms or the transaction contemplated hereunder, regardless of the foreseeability of any of the foregoing, and even if Stem Genomics is informed in advance of the possibility of such damages. Stem Genomics’ total aggregate liability under these Terms shall be limited to the actual damages and will not exceed the amount of fees paid to Stem Genomics by the Client.

5.2 Indemnification. Client shall indemnify and defend Stem Genomics and Stem Genomics’ employees, officers, and contractors (each an “indemnified party”) from and against any liability and costs (including reasonable attorneys’ fees) incurred in connection with any claim, demand, action, proceeding, or investigation (a “claim”) arising from the Client’s breach of any provision of these Terms; provided that the Client will not be responsible to the extent such claim is determined, by a court of competent jurisdiction, to be the result of any grossly negligent or intentional misconduct by Stem Genomics. Client may not settle any claim to the detriment of the indemnified party without the prior written consent of the indemnified party. The indemnified party may participate in any proceeding brought against the indemnified party with a counsel of their choice and at their own expense. Stem Genomics will promptly notify the Client of any claim(s) under this section. The contractual relationship shall be strictly between the Client and Stem Genomics. There shall be no third party beneficiary or collateral warranty.

6. Use of Final Report; Reliance Upon Results

Upon payment of all fees due to Stem Genomics, the Client will own all the intellectual property rights on the results. Client may use and reproduce the final report only in its entirety, or as may have been otherwise pre-approved in writing by Stem Genomics at Stem Genomics’ sole discretion. Client acknowledges that silence, delay or inaction by Stem Genomics with respect to approval will not constitute approval. The Services and the tests performed with the Kits are conducted for research use only. The results may not be used for any purpose other than research use.

7. Use of the Name “Stem Genomics”

Except as expressly provided above in Section 6, the Client shall not use the name, trademark or logo of “Stem Genomics”, the name of any Stem Genomics employee, or the name, trademark or logo of any Stem Genomics-affiliated institution in sales promotion, advertising, or any other form of publicity without the prior written approval of the entity or person whose name is being used.

8. Miscellaneous

8.1 Independent Contractor. The relationship of the parties shall be that of independent contractors and nothing in these Terms shall be deemed or construed to create a joint venture, partnership, agent or representative relationship between Stem Genomics and the Client.

8.2 No Waiver. The waiver or the failure to act on a breach, delay, omission or default of any of the provisions of these Terms shall not in any way constitute or be deemed to be a waiver of any subsequent breach of any provision hereof. If any part, term, or provision of these Terms is determined to be invalid or unenforceable, the remainder of these Terms shall not be affected, and shall remain in full force and effect.

8.3 Governing Law. These Terms shall be governed by and construed in all respects in accordance with the French laws. Any disputes arising under these Terms will be brought, heard, and determined exclusively in the competent courts of Paris, France.

8.4 Proprietary Information. Stem Genomics shall retain and own all right, title, and interest in all of Stem Genomics’ processes, techniques, methods, programs, equipment, samples, materials, technology, skills, information and know-how of general application (including the intellectual property rights therein) that Stem Genomics may use in connection with the performance and provision of the Services and the Kits.

8.5 Integration. These Terms constitute the full understanding between the parties with reference to the subject matter hereof, and no statement or agreement by or between the parties, whether orally or in writing, made prior to or at the signing hereof, shall vary or modify these Terms. No term or condition stated by the Client, either verbally or in any document acknowledging or otherwise accepting these Terms, shall be binding upon Stem Genomics unless specifically agreed to by Stem Genomics in writing.

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