General
Jem Bioresearch International, identified as the “Seller,” provides the following Terms and Conditions that apply to the Quotation for its services. The Quotation is a formal statement issued by Jem Bioresearch International to the customer specified in the Quotation (“Customer”), outlining the estimated cost for service. These Terms and Conditions, along with the Quotation, form the Contract.
If there is no separate signed agreement for the specific services stated in the Quote, with the express intent to supersede these Terms and Conditions, the provisions contained in any Customer-issued document are expressly rejected. If the terms and conditions provided in the Contract differ from the terms of Customer’s order, this document should be considered a counteroffer and does not serve as an acceptance of the Customer’s order.
This Contract represents the exclusive statement of the agreement between Seller and Customer with respect to Customer’s purchase of the services. Any modifications, amendments, or changes to the terms herein require written confirmation from both Seller and Customer. Seller’s failure to object to terms contained in any subsequent communication from Customer shall not modify the terms set forth herein.
Customer’s acceptance of these Terms and Conditions is confirmed by the issuance of an order to Seller or Seller’s commencement of the services stated in the Quotation.
Performance of Services
Jem Bioresearch International and affiliates that we engage are committed to providing the services outlined in the Quote and in strict adherence to this Contract.
Completion of Services
Upon completion of the services, our affiliates will be handling all applicable biological materials and/or items to be processed or produced (“Samples”) in accordance with their standard operating procedures. If you would like to retain the Samples, kindly inform us in writing. Should you want us to ship Samples to you, we will package them appropriately based on Sample condition and in compliance with all applicable regulations. All transportation and associated costs will be at your expense. Jem Bioresearch International will not be responsible for any liability or losses incurred during transit due to a carrier’s actions or inactions.
Payment of Fees
Jem Bioresearch International will provide an invoice to the Customer upon receiving the samples, electronic data or purchase orders. Customer shall settle all invoices before the samples or electronic data are delivered to the Customer, and adhering to the currency of the locality in which Services were Quoted. If the Customer is part of a lab with a principal investigator, we may consolidate all purchases made under their authority on a single invoice. The samples or electronic data will not be delivered to the Customer if the invoices are not settled. Jem Bioresearch International will not be responsible for any liability, losses, or sample damage incurred during the period when Customer has not settled the invoices.
Prepaid Fees
Customers may make advance payments on any fees for requested services, termed as Prepaid Fees. Such fees are considered fully earned by Jem Bioresearch International upon receipt and the customer acknowledges them to be non-refundable. Any Prepaid Fees remaining 12 months after the last Service date will become expired and non-eligible for use. Jem Bioresearch International reserves the right to exercise discretion regarding application of Prepaid Fees to be deducted from any future quotes or amounts due to be paid by the Customer.
Ownership
The samples and electronic data will remain the property of the customer or, if applicable, the institution. Any intellectual property rights related to the improvements of the samples made by Jem Bioresearch International during this agreement or as a result of customer’s confidential information will solely belong to the customer. Jem Bioresearch International assigns these rights to the customer and agrees to take all necessary steps to confirm customer’s ownership and apply for, maintain and enforce any patents or other rights resulting from this intellectual property. This includes any documents required to confirm customer ownership and any necessary assistance to maintain and enforce these rights. For the purposes of this agreement, intellectual property will refer to all proprietary methods, discoveries, inventions, patents, trade secrets, copyrights, trademarks, service marks, trade dress, compositions, products, procedures, know-how, data, reports, programs, processes, protocols, written or electronic writings, illustrations, images, and any other form of proprietary rights.
Results
Upon receiving payment in full for the Services, Customer shall own all Intellectual Property rights, if any, in the data produced by Jem Bioresearch International or its Affiliates as a result of performing the Services (the “Results”).
Records
Unless otherwise set forth in this Agreement, Jem Bioresearch International and its affiliates will own all rights in the written and electronic records, accounts, notes, reports and data relating to its performance of the Services (the “Records”).
Pre-existing Intellectual Property
Neither party will acquire any right, title, or interest in any Intellectual Property owned or controlled by the other party either prior to or separate from the performance of this Agreement. Jem Bioresearch International’s and its affiliates’ core technologies existing prior to the Services remain the sole property of Jem Bioresearch International and its affiliates, and any improvements to these core technologies, which are not specifically related to the Samples and that may arise within the performance of the Services under this Agreement, shall also be the exclusive property of Jem Bioresearch International and its affiliates, respectively. “Core technologies” is defined as all models, programs, methodologies, know-how, and general knowledge within possession of Jem Bioresearch International and its affiliates
Terms
This Agreement will begin from the date of the Quote and will remain effective until the Quote is fully completed.
Termination
Both parties reserve the right to terminate this contract by delivering written notice to the other if one party has violated any of its essential responsibilities and (a) if such violation remains unremedied within 30 days of receipt of written notification of the issue, or (b) if a plan, agreed to by the party that has violated the agreement, to address the breach as soon as possible following notification of the breach is not accepted by the non-breaching party. If termination is the result of the Customer’s material breach, Jem Bioresearch International retains the right, at its sole judgement, to either (i) return all samples to the Customer at the Customer’s cost, or (ii) destroy all samples at the Customer’s expense. The Customer will nonetheless be responsible for any fees incurred by Jem Bioresearch International up to the date of termination, wind-down services, and non-cancellable expenses.
Confidentiality
During the execution of this Agreement, Jem Bioresearch International and its affiliates, as well as the Customer, may receive proprietary and confidential materials and information, which will be identified in writing by the disclosing party as confidential. This type of information could include technical, scientific, or business-related facts, regardless of the form in which it is communicated (“Confidential Information”). Both parties shall agree not to use the Confidential Information except for the performance of their obligations in this Agreement and will not disclose or transfer the Confidential Information to any third-party without prior written consent from the disclosing party. Each party will allow access to Confidential Information only to those representatives of its partners, employees, or affiliates with a need to know and who are also bound by obligations of confidentiality and restricted use as set forth in this Agreement. The parties will take reasonable precautions to protect against the disclosure or unauthorized use of Confidential Information similar to those used for its own Confidential Information.
The term “Confidential Information” outlined in this agreement, explicitly states that it excludes certain information. This information becomes generally available to the public through no fault of the receiving party, was already within the receiving party’s possession before they received it from the disclosing party, only made available through non-confidential means, or was developed independently by the receiving party. In any case, if there is a legal obligation to disclose any Confidential Information to a government entity, the receiving party shall use its best efforts to obtain an agreement that will maintain the confidentiality of the information mentioned above. Furthermore, the receiving party will give the disclosing party prompt notice of any necessary disclosures to seek protective measures of such information.
Customer representations
Customer represents, warrants and covenants the following:
i. Customer has all ownership and necessary rights to the Samples required to facilitate Jem Bioresearch International and its Affiliates’ ability to perform the Services.
ii. Customer has read and fully comprehended the terms of this Agreement, has the capacity to enter into this Agreement and perform its obligations as stipulated herein. This Agreement should be valid and enforceable against you.
iii. If an Institution is identified in the Quote: (a) Customer has the power and authority to bind the Institution to the terms of this Agreement, including the payment obligations set forth in Section III, and (b) this Agreement is valid and enforceable against the Institution.
Jem Bioresearch International represents, warrants and covenants the following:
iv. Jem Bioresearch International has the authority to enter into this Agreement and perform its obligations hereunder, and this Agreement is valid and enforceable against it.
v. Jem Bioresearch International and its affiliates will perform the Services consistent with industry standards and in accordance with all applicable federal, state and local laws, rules and regulations.
Limitation of Liability
Jem Bioresearch International’s total liability to the customer will not exceed the amount paid under the applicable quote and should not be required to pay, indemnify, or reimburse the customer for any amount beyond that. The customer’s exclusive remedy for any damages arising out of this agreement is to request a return of the amounts paid. Neither party is entitled to incidental, indirect, consequential, punitive, or special damages resulting from any default or breach of obligation. Both parties should be aware of the limitations of damages outlined in this section.
Jem Bioresearch International provides its services and results on an “as is” basis, without offering any warranty whatsoever, as explicitly stated herein. Jem Bioresearch International hereby disclaims all warranties, whether implied, express, or statutory, in regards to the services and their outcomes. This includes all implied warranties of merchantability, non-infringement of third-party rights, fitness for a specific purpose, and title. No advice or information, whether given orally or in writing by employees or representatives of Jem Bioresearch International, shall expand the extent of Customer’s rights or create any warranty.
