Please review carefully the terms and conditions described below. TB-SEQ, Inc. may modify these terms and conditions, in whole or in part, at any time and in its sole discretion.

TB-Seq, Inc. (“TB-SEQ”) is a biotech company whose mission includes:
(a) Providing sequencing and bioinformatics services.
(b) Conducting basic research to advance scientific discovery; and
(c) Developing innovative bioinformatics capabilities based on TB-SEQ’s research and sequencing activities.

In furtherance of TB-SEQ’s mission, TB-SEQ will generate a quotation (“Quote”) that sets forth the genomics and other services (“Services”) to be provided to the entity or the individual identified in the Quote (“Purchaser”) under the terms and conditions contained herein (“Terms and Conditions”).

Purchaser’s acceptance of any Quote is subject to and expressly limited by these Terms and Conditions, and Purchaser’s submission of Purchaser Materials (as defined herein) to TB-SEQ and/or acceptance of the Services shall be deemed agreement to these Terms and Conditions.

These Terms and Conditions cannot be waived, modified or supplemented without the prior, express written consent of a duly authorized representative of TB-SEQ. While TB-SEQ may accept purchase orders from Purchaser for administrative convenience at its discretion, Purchaser understands and agrees that the terms of any such purchase orders that purport to replace, modify or supplement the terms of these Terms and Conditions shall have no effect.

2.1. TB-SEQ will use reasonable efforts to perform the Services described in the Quote pursuant to the specifications set forth therein and subject to these Terms and Conditions. TB-SEQ reserves the right to choose at its discretion from available technologies and protocols in the performance of the Services without notice to Purchaser. Purchaser understands that the Results (as defined below) generated from the Services are to be used FOR RESEARCH PURPOSES ONLY, and represents and warrants that it will not use the Results or any other deliverables from TB-SEQ to make clinical diagnoses or treatment diagnoses.

2.2. Following performance of the Services, TB-SEQ will make available sequencing and analysis data generated in the course of performing the Services (the “Results”) to Purchaser through TB-SEQ’s delivery system. Unless otherwise provided in the Quote, TB-SEQ is under no obligation to store Purchaser’s data after delivery.

Purchaser agrees to pay TB-SEQ for the Services in accordance with the Quote. For itemized Services, TB-SEQ may submit invoices on a milestone basis for the portion of the Services relative to the corresponding item. TB-SEQ will also invoice Purchaser for specialty or custom consumables purchased on behalf of Purchaser. In addition to the price for the Services quoted or invoiced, Purchaser is responsible for pay any tax, duty, custom or other fee of any nature, other than taxes on TB-SEQ’s income, imposed on the Services by any federal, state, local or foreign government authority. Unless set forth otherwise in the Quote, TB-SEQ invoices are due and payable within thirty (30) days of receipt by Purchaser. Payment shall be deemed late if not received within such time and shall be subject to interest equal to 1% percent per month (12% per year) or the maximum legal rate, whichever is less, of the amount due. All payments shall be made in U.S. dollars. In the event that any payment is more than thirty (30) days late, TB-SEQ has the right to suspend performance of the Services until all overdue payments are made current.

4.1. Purchaser represents and warrants that

(i) all biological material, other materials, and information provided to TB-SEQ (collectively, “Purchaser Materials”) are or will be properly collected, labeled, handled, stored, packaged, and shipped in accordance with all applicable foreign, domestic, federal, state and local laws and regulations, including but not limited to import and export control laws and regulations as described in Sections 4.2 and 4.5 herein (“Applicable Law”), and

(ii) Purchaser has secured all informed consents, authorizations, approvals and permissions necessary and legally required by Applicable Law for TB-SEQ’s performance of the activities contemplated by this Agreement, as well as the requirements of all other privacy and genetic testing laws of the jurisdictions applicable to TB-SEQ, Purchaser and any individuals whose samples are part of Purchaser Materials, and

(iii) all Purchaser Materials will be anonymized or de-identified to the standard set forth at 45 C.F.R. § 164.514(b)(2) or any successor regulation thereto by Purchaser prior to submission to TB-SEQ and Purchaser will not release the key to any coded Purchaser Materials to TB-SEQ under any circumstances, and

(iv) any Purchaser Materials that it provides to TB-SEQ will not infringe the Intellectual Property Rights (as defined in Section 6.1) of any third party, and

(v) it will not violate any Applicable Law by providing Purchaser Materials to TB-SEQ to obtain the Services, including the use of the Results by Purchaser. Purchaser is responsible for notifying TB-SEQ as soon as practicable after Purchaser becomes aware of the breach of any warranty or representation under this Paragraph 4.1.

4.2. TB-SEQ and Purchaser are subject to applicable United States import and export laws and regulations, including but not limited to (i) the Export Administration Regulations administered by the United States Department of Commerce through the Bureau of Industry and Security, (ii) International Traffic in Arms Regulations administered through the United States Department of State, and (iii) the United States Department of the Treasury Office of Foreign Asset Control (“OFAC”) economic and trade sanctions regulations. Without limiting the generality of the foregoing, Purchaser will not import or export Purchaser Materials from or through any OFAC-sanctioned countries without first complying with OFAC regulations. Purchaser is solely responsible for United States Customs’ clearance and all compliance associated with the importation of any Purchaser Materials into the United States, including, but not limited to, creating, maintaining, submitting, and filing with U.S. Customs and Border Protection, and any other relevant federal, state and local agencies, all required information and documentation related to the importation of Purchaser Materials; obtaining all required permits or licenses; complying with country-of-origin marking requirements; complying with all applicable recordkeeping requirements; payment of all applicable taxes, duties, fees, and costs; and payment of any and all fines and penalties in the event of noncompliance with applicable laws, regulations, practices, and other requirements. Purchaser is also solely responsible for complying with other countries’ export control and shipping regulations, as applicable. Purchaser shall use its best efforts not to provide export-controlled materials or information to TB-SEQ in connection with the Services hereunder and shall promptly notify TB-SEQ if it discovers that it has provided export-controlled materials.

4.3. Purchaser agrees to indemnify TB-SEQ for any fees or costs, including attorneys’ fees and costs, incurred by TB-SEQ in defending TB-SEQ against any claims related to Purchaser’s failure to comply with any import or export compliance or other privacy and genetic testing law requirements.

4.4. Purchaser represents and warrants that it has good title to all Purchaser Materials, free of any security interest or other lien or encumbrance. Title and risk of loss shall remain with Purchaser at all times and shall not transfer to TB-SEQ.

4.5. Purchaser is responsible for arranging shipment of Purchaser Materials to TB-SEQ and is solely responsible for ensuring compliance with all shipping related regulations. Unless otherwise included as part of the Quote, Purchaser shall bear and be responsible for paying all expenses, fees and costs incurred for shipment of Purchaser Materials to TB-SEQ.

5.1. Purchaser understands and agrees that it is responsible for notifying TB-SEQ of any special handling request. All Purchaser Materials must be accompanied by a Sample Submission Form (“SSF”), which, together with the Quote, confirms the Services to be provided and contains a detailed inventory of Purchaser Materials submitted for processing. TB-SEQ will test the quality and quantity of all samples submitted as Purchaser Materials. Purchaser will be notified if Purchaser Materials do not pass TB-SEQ’s quality metrics and Purchaser must advise TB-SEQ whether or not to continue processing Purchaser Materials at Purchaser’s risk (“At Risk Services”).

5.2. If Purchaser elects to replace deficient Purchaser Materials, Purchaser will be responsible for charges incurred in processing of the replacement material.

5.3. In the event a third-party consumable used in the Service fails, TB-SEQ will make a reasonable effort to obtain a replacement consumable to re-perform the analysis. If Purchaser Material has been rendered unusable by the failure of a third-party consumable, or TB-SEQ cannot obtain a replacement consumable, Purchaser acknowledges and agrees that TB-SEQ bears no responsibility for the re-performance of the test or loss of material.

5.4. Purchaser acknowledges that TB-SEQ cannot assure the success or quality of Results from At Risk Services and agrees to remain fully responsible for all project fees as specified in writing regardless of the Results produced by At Risk Services. At Risk Services will only be performed by TB-SEQ after Purchaser acknowledges and agrees in writing to accept the Results of the At Risk Services “as is”.

6.1. The term “Intellectual Property Rights” means any form of intellectual property rights or protections, including without limitation i) patents and patent applications, and any reissue, reexamination, division, continuation, or continuation-in-part application thereof, ii) trademarks or trade dress, iii) trade secret and equivalent rights, and iv) copyrights, mask works, and other authors’ rights, whether or not protected by copyright or as a mask work.

6.2. Except as expressly provided in Section 6.3, all Purchaser Materials and unmodified derivatives and modifications thereof, all Results, and all Intellectual Property Rights contained therein (collectively, “Purchaser IP”), are the sole property of Purchaser.

6.3. Notwithstanding the foregoing, TB-SEQ retains sole and exclusive ownership of all Intellectual Property Rights in discoveries, inventions, technical know-how, data, designs, methods, processes, documentation and specifications created by or on behalf of TB-SEQ i) prior to commencement of the Services, or ii) after the date thereof, but not in the performance of the Services (collectively, “TB-SEQ Background IP”). TB-SEQ also retains sole and exclusive ownership of all improvements, modifications or enhancements to TB-SEQ’s systems, software, applications, methods, or processes that may be developed, discovered or reduced to practice by TB-SEQ in carrying out the Services (collectively, “TB-SEQ Improvement IP.”) TB-SEQ may use TB-SEQ Improvement IP for all purposes, including without limitation, sublicensing TB-SEQ Improvement IP to third parties and publishing TB-SEQ Improvement IP, provided that any such publication does not disclose any of the Purchaser’s Confidential Information.

7.1. “Purchaser Confidential Information” means all information relation to Purchaser’s Materials, Results, and Purchaser IP other than TB-SEQ Improvement IP, as well as all information disclosed by or on behalf of Purchaser to TB-SEQ in connection with the Services that is identified as confidential at the time of initial disclosure. TB-SEQ will not use any Purchaser Confidential Information or Purchaser Materials for any purpose other than performing the Services, without Purchaser’s prior written consent, and will not disclose such Purchaser Confidential Information to any third party without Purchaser’s prior written consent, expect where such disclosure is necessary to provide the Services in question. Notwithstanding the foregoing, in furtherance of TB-SEQ’s non-profit mission, TB-SEQ may use the Results for its own current and future quality assurance and methods developments purposes, provided that TB-SEQ does not disclose such Results to any third party.

7.2. “TB-SEQ Confidential Information” means all information relating to TB-SEQ Background and Improvement IP, prices, and price schedules, as well as all information disclosed by or on behalf of TB-SEQ to Purchaser in connection with the Services that is identified as confidential at the time of initial disclosure. Purchaser will not use or disclose to any third party any TB-SEQ Confidential Information without TB-SEQ’s prior written consent.

7.3. The above obligations of confidentiality and limited use shall not apply to any information that the party receiving such information under this agreement (“Receiving Party’) can show (a) was already known to the Receiving Party without restriction on disclosure prior to the time of first disclosure; (b) at the time of disclosure is in the public domain; or after the date of the disclosure, lawfully becomes a part of the public domain other than through breach of this Agreement by the Receiving Party; (c) is received without obligations of confidentiality from a third party having a legal right to disclose the same; (d) is independently developed by the Receiving Party by individuals without access to such information; or (e) is required to be disclosed by the Receiving Party pursuant to a legally enforceable order, direction or other regulation (“Order”), provided however, that the Receiving Party promptly notifies the party that disclosed such information in advance of such disclosure (to the extent permitted by applicable law), and discloses only that information necessary to comply with said Order.

In carrying out the purpose of this Agreement, each of TB-SEQ and Purchaser agrees that its activities will be conducted in compliance with all Applicable Laws.

Other than as expressly set forth in these Terms and Conditions, TB-SEQ makes no representations, warranties or guarantees regarding the Services of Results provided by TB-SEQ to Purchaser, or the use of the Results by Purchaser. TB-SEQ disclaims all other warranties, whether expressed or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. TB-SEQ shall not be liable to purchaser, its affiliates, successors, assigns or any third party with respect to claims on account of or arising from the manufacture, use or sale or any products or any material or item derived from the services or results. In no event TB-SEQ will be liable for any consequential, incidental, special or indirect damages, including without limitation, damages for loss of samples or profits, business interruption, loss of business information or property damage sustained by customer from the use of, or inability to use, any samples or results, even if TB-SEQ has been advised of the possibility of such damages. As to any TB-SEQ inability not subject to the foregoing, TB-SEQ’s maximum liability will not exceed the aggregate amount paid under the quote by purchaser to TB-SEQ for the services in question.

TB-SEQ will not be liable for lost or destroyed Purchaser Materials, delay or non-performance of any of its obligations hereunder or its performance of the Services to the extent that such performance is prevented, prohibited, or delayed, or such loss or destruction of Purchaser Materials is caused, by any circumstance or reasons beyond TB-SEQ’s control including without limitation, labor disputes, fire, flood, natural disaster, war blockade, military operations, riot, civil commotion, plant breakdown, power outage, computer or other equipment failure or non-delivery or delays in delivery by any other suppliers of goods or services utilized in the performance of services under this Agreement, provided that TB-SEQ completes the Services within a reasonable time after such circumstances are resolved.

Purchaser will offer to acknowledge TB-SEQ’s role in providing the Services in any presentation or publications utilizing the Results. Any such acknowledgement or use of TB-SEQ’s name must be approved in advance and in writing by TB-SEQ. If Purchaser is acquiring the Services as part of an academic research project or initiative, Purchaser agrees to inform TB-SEQ in writing if Purchaser Materials or the Services are subject to any restriction on publication that prevent Purchaser from classifying the Results as “fundamental research” as such term is defined in National Security Decision Directive 189 or other applicable law.

12.1. The Services may be terminated by Purchaser at any time upon TB-SEQ’s receipt of written notification from Purchaser, however Purchaser remains responsible for any costs incurred by TB-SEQ in connection with the Services including any Services TB-SEQ has in process under the Quote at the time of notification of termination as well as any consumable that was specially ordered for the Services.

12.2. The Services may be terminated by TB-SEQ (a) upon thirty (30) days prior written notice to Purchaser if Purchaser fails to pay amounts due to TB-SEQ or (b) immediately if Purchaser breaches any of the Terms and Conditions or other Purchaser obligations outlined in the Quote. Termination shall become effective at the end of the thirty (30) day period in (a) above unless Purchaser has cured any such breach or default prior to the expiration of such thirty (30) day period.

12.3. The parties acknowledge that Sections 3,4,6,7,9,11, and 14 shall survive termination of these Terms and Conditions.

All notices shall be effective upon receipt. All notices to Purchaser shall be made by overnight commercial courier to Purchaser’s address set forth in the Quote. All notices to TB-SEQ regarding the Services shall be made overnight by commercial courier, addressed as follows:

TB-Seq, Inc.
458 Carlton Ct Ste H
South San Francisco, California 94080, U.S.A.

Attn: Silvia Tornaletti
Phone: +1-650-868-2482
E-mail: [email protected]

14.1. Purchaser agrees to these Terms and Conditions by signing and returning the Quote, and/or by providing a signed purchase order. These Terms and Conditions and the Quote or the Purchase order (including any attachments thereto) represent the entire agreement of the parties. While TB-SEQ may accept purchase orders from Purchaser for administrative convenience at its discretion, Purchaser understands and agrees that the terms of any such purchase orders or related documents that purport to replace, modify, or supplement these Terms and Conditions shall have no effect. No change or modification of these Terms and Conditions or the Quote shall be effective unless it is in writing and signed by a duly authorized representative of both TB-SEQ and Purchaser.

14.2. Should Purchaser wish to pursue a research collaboration with TB-SEQ using the Results, Purchaser and TB-SEQ shall work together in good faith to negotiate and enter into new terms and conditions that shall govern such collaborative research.

14.3. Purchaser will not use TB-SEQ’s name, or the name of any TB-SEQ director, officer, employee, faculty member, trainee or consultant in advertising or publicity releases without TB-SEQ’s prior written consent.

14.4. TB-SEQ is an independent entity and nothing in the Terms and Conditions or the Quote shall be construed to create a partnership, joint venture or employment relationship between the parties.

14.5. If any provision of the Terms and Conditions shall be determined to be invalid or enforceable, such determination shall not affect the validity of the other provisions of the Terms and Conditions.

14.6. Waiver by either party or the failure by either party to claim a breach of any provision of the Terms and Conditions shall not be deemed to constitute a waiver or estoppel with respect to any subsequent breach of any provision of the Terms and Conditions.

14.7. These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of California, U.S.A., excluding its chose of law provisions.

Most recently updated: 2024 July 22