Serotiny

Terms of Service

These Terms of Service (this “Agreement”) explain the terms by which you may use the Serotiny System (as defined below) and Serotiny Data (as defined below). By accessing or using the Serotiny System or Serotiny Data, or by clicking “I Accept” or otherwise expressly manifesting your assent to the terms set forth in this Agreement, you signify that you have read, understood, and agree to be bound by this Agreement and to the collection and use of your information as set forth in our Privacy Policy. Serotiny hereby reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access the Serotiny System or Serotiny Data (each a “Customer”).

Each Customer account gives access to the services and functionalities established by Serotiny from time to time and in its sole discretion, Serotiny maintains different types of accounts for different Customers. If you open a Serotiny account on behalf of a company, organization, or other entity, then a. “Customer” includes you and that entity, and b. you represent and warrant that you are authorized by the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

1. Definitions.

1.1 “Serotiny Content” means all content, including without limitation software (in object or source code form), script, programming code, data, information, structural hierarchies, processes, HTML code, trademarks, images, illustrations, graphics, multimedia files and/or text, contained in the Serotiny System (except for the Customer Data).

1.2 “Serotiny Data” means all data generated by the Serotiny System, including without limitation, service and usage data.

1.3 “Serotiny System” means the software applications operated on Serotiny’s hosting servers or those of its hosting service provider intended to enable Customer to interact with the same via the internet, on the Website. Without limiting the foregoing, the Serotiny System shall include the Serotiny Content and the Website.

1.4 “Confidential Information” means any information disclosed by either party pursuant to this Agreement that is a. is in written, graphic, machine readable or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature, or b. in the case of oral or visual disclosure is identified as confidential at the time of disclosure and reduced to tangible form, marked as confidential, and provided to the receiving party within a reasonable time not to exceed thirty days, or c. under the circumstances should in good faith be considered to be confidential. Confidential Information includes, without limitation, information related to: research, product plans, products, developments, inventions, processes, designs, markets, business plans, agreements with third parties, services, customers, marketing or finances of either party, the content or existence of any negotiations, and pricing. Notwithstanding the foregoing, all technology or proprietary information underlying the Serotiny Data and Serotiny System shall be deemed Confidential Information of Serotiny without any need for designating the same as confidential or proprietary.

1.5 “Customer Data” means any data or other content or information provided to Serotiny via the Serotiny System.

1.6 “Developments” means the collective ideas, know-how, or techniques developed or conceived by Serotiny as a result of providing the Serotiny System to Customer, including without limitation any derivative works, improvements, enhancements and/or extensions made to the Serotiny Data or Serotiny System (or any portion thereof), as well as all suggestions, comments, or other feedback related to the Serotiny Data or Serotiny System (or any portion thereof) or any other Confidential Information of Serotiny, and all intellectual property rights therein and thereto throughout the world.

1.7 “Intellectual Property Rights” means all rights of the following types, under the laws of any jurisdiction worldwide: a. rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights; b. trade secret rights; c. patent and industrial property rights; d. other proprietary rights of every kind and nature; and e. rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the above.

1.8 “Services” means the professional services the parties have mutually agreed during the signup process that Serotiny will provide during the Term (if any).

1.9 “Website” means the website located at http://www.serotiny.bio/, and all subdomains, subpages, and successor sites thereof, and the web-based interface hosted by Serotiny thereon, by which Customer may access the Serotiny System and its features and functionalities.

2. Serotiny’s Responsibilities

2.1 Serotiny will host and maintain the Serotiny System on servers operated and maintained by or at the direction of Serotiny. Serotiny may in its sole discretion modify, enhance or otherwise change the Serotiny System. Serotiny may delegate the performance of certain portions of the Serotiny System to third parties, including Serotiny’s wholly owned subsidiaries.

2.2 Serotiny will host and maintain the User Interface, and provide Customer access to the User Interface pursuant to a password protected user account. Serotiny reserves the right to periodically change issued passwords. Serotiny will provide prompt notice to Customer of any such password changes.

2.3 Serotiny will provide the Services (if any).

3. Customer’s Responsibilities.

3.1 Customer will be responsible for obtaining and maintaining at its expense all the necessary computer hardware, software, modems, connections to the internet and other items required for Customer’s access and use of the Serotiny System, Website, and User Interface.

3.2 During the Term, Customer shall use its commercially reasonable efforts to cooperate with Serotiny in developing and sharing testimonials, case studies, marketing materials, return-on-investment calculations, and measurement criteria for the purpose of substantiating the value, benefits, and cost savings derived from the Serotiny System.

3.3 Customer must not describe or assign protein or project names in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Serotiny may change or remove any description or name that it considers inappropriate or unlawful, or otherwise likely to cause Serotiny liability.

3.4 If Customer creates an account in the Serotiny System, the Customer may publish protein information, including, but not limited to qualitative, quantitative, sequence information and 3rd party resources. With an account, Customer may additionally contribute comments to other user’s published materials and suggest changes. Once Customer publishes a protein or contributes information to a published protein, other users can view Customer’s publications and contributions. Serotiny has not reviewed, and cannot review, all of the material, posted to the Serotiny System, and cannot therefore be responsible for that material’s content, use or effects.

3.5 Customer is also restricted from using the Serotiny System or any robot, spider, search application, or other automated device, process or means to access, retrieve, scrape, or index information in the Serotiny System in a way other than is intended by the Serotiny System.

3.6 Customer is restricted from accessing the Serotiny System with unauthorized software or with an account you are not authorized to use.

3.7 Customer’s may have the ability to publish or post material to the Serotiny System or otherwise make (or allow any third party to make) material available by means of the Serotiny System (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. By making Content available, Customer represents and warrants that:

a. the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

b. if Customer’s employer has rights to intellectual property that Customer creates, Customer has either (i) received permission from their employer to post or make available the Content, including but not limited to any software, or (ii) secured from Customer’s employer a waiver as to all rights in or to the Content;

c. Customer has fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;

d. the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing)

e. the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;

f. Customer’s username or listed name is not named in a manner that misleads other users into thinking that Customer is another person or company. For example, Customer’s username or listed name is not the name of a person other than themself or company other than their own.

Without limiting any of those representations or warranties, Serotiny has the right (though not the obligation) to, in Serotiny’s sole discretion (i) refuse or remove any content that, in Serotiny’s reasonable opinion, violates any Serotiny policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Serotiny System or Website to any individual or entity for any reason, in Serotiny’s sole discretion. Serotiny will have no obligation to provide a refund of any amounts previously paid.

4. License Grants; Restrictions.

4.1 License to Customer. Subject to the terms and conditions of this Agreement, Serotiny hereby grants Customer a limited, personal, non-transferable license during the Term to: a. access and use the Serotiny System; b. use the Serotiny Data solely to use and evaluate the Serotiny System; and c. access and use the Website as required to use the Serotiny System. The foregoing rights are subject to Customer’s full compliance with each of the following and will be exercisable by Customer solely: x. for Customer’s internal business use; y. in accordance with the features and functionalities offered by Serotiny in connection with the Serotiny System; and z. by the number of Authorized Users chosen during the signup process.

4.2 Customer Data Usage. Serotiny may use Customer Data for the purposes of: a. providing the Serotiny System and related services; b. modifying and improving the Serotiny System; and c. enforcing its rights under this Agreement.

4.3 License Restrictions. Customer shall not, and shall not permit any third party to: a. use the Serotiny Data or Serotiny System (or any portion thereof) except to the extent permitted in Section 4.1; b. modify or create any derivative work of any part of Serotiny Data or Serotiny System (or any portion thereof); c. market, sublicense, publish, distribute, reproduce, resell, assign, transfer, rent, lease, or loan the Serotiny Data or Serotiny System (or any portion thereof); or d. use the Serotiny Data or Serotiny System (or any portion thereof) for commercial time-sharing or service-bureau use.

4.4 Reservation of Rights. Serotiny reserves all rights to the Serotiny Data or Serotiny System (or any portion thereof) not otherwise expressly granted in this Section 4.

5. Payments and Taxes

5.1 Fees. Customer agrees to pay, and shall pay, the fees set forth on the Payment Terms for the level of service chosen by the Customer. All payments shall be made in U.S. dollars in immediately available funds, and are non-refundable. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less.

5.2 Taxes. Customer shall pay any sales, use, and other taxes and similar charges based on or arising from the Serotiny Data or Serotiny System (or any portion thereof), this Agreement or its performance (other than taxes based on Serotiny’s net income).

5.3 Expenses. The Customer will reimburse Serotiny for reasonable travel and living expenses incurred by Serotiny in performing services at sites other than Serotiny facilities at the Customer’s request (including without limitation, any services relating to setup, training, technical support, and consulting).

6. Content Posted on Other Websites

Serotiny has not reviewed, and cannot review, all of the material, including computer software, made available through the Serotiny System and webpages to which the Serotiny System links, and that link to the Serotiny System. Serotiny does not have any control over those non-Serotiny webpages and software, and is not responsible for their contents or their use. By linking to a non-Serotiny Software or webpage, Serotiny does not represent or imply that it endorses such Software or webpage. Customer is responsible for taking precautions as necessary to protect themself and their computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Serotiny disclaims any responsibility for any harm resulting from Customer’s use of non Serotiny System Software and websites.

Serotiny respects the intellectual property rights of others. If you believe that material located on or linked to by the Serotiny System or Website violates your copyright, you are encouraged to notify Serotiny. Serotiny will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Serotiny will terminate a visitor’s access to and use of the Serotiny System if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Serotiny or others. In the case of such termination, Serotiny will have no obligation to provide a refund of any amounts previously paid to Serotiny.

8. Production by Others

8.1 Serotiny’s service offered through the Serotiny System enables users to order products and services from third-party suppliers. By ordering through the Serotiny System from one of these suppliers, Customer agrees that they have obtained all necessary permits and licensing from third-parties or government regulators to purchase, receive, and use the ordered product or service without infringing on third-party intellectual property rights or violating applicable laws or regulations. Customer also agree that they have read and agree to the third-party supplier’s terms of service. Serotiny is not responsible for damages caused by the actions of its third-party partner-suppliers, including damages associated with specifications, quality, delivery, or other product and service defects or imperfections.

8.2 Production by Others. Serotiny shall not be responsible for the handling or supply of any synthesized gene sequences that had been designed by your use of the Software but which you had referred for production by another manufacturer.

9. Warranties and Disclaimers.

9.1 General. Each party represents and warrants that: a. it has the full power and authority to enter into and perform its obligations under this Agreement; b. that the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder do not and will not violate any other agreement to which such party is a party or by which it is otherwise bound; c. when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; and d. such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter of this Agreement that are not expressly provided for in this Agreement.

9.2 Disclaimers. EXCEPT AS PROVIDED IN THIS SECTION 9 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEROTINY DATA OR SEROTINY SYSTEM (OR ANY PORTION THEREOF) AND ALL RELATED INFORMATION, TECHNOLOGY, AND SERVICES PROVIDED BY OR ON BEHALF OF SEROTINY ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND SEROTINY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE ARE ADVISED OF THE PURPOSE), ACCURACY, AND/OR NON-INFRINGEMENT. IN ADDITION, SEROTINY DOES NOT WARRANT THAT ACCESS TO THE SEROTINY DATA OR SEROTINY SYSTEM (OR ANY PORTION THEREOF) WILL BE UNINTERRUPTED OR ERROR FREE, THAT SEROTINY DATA OR SEROTINY SYSTEM (OR ANY PORTION THEREOF) WILL MEET CUSTOMER’S NEEDS, OR THAT DATA WILL NOT BE LOST. WITHOUT LIMITING THE FOREGOING, SEROTINY DOES NOT WARRANT THAT THE SEROTINY DATA OR SEROTINY SYSTEM (OR ANY PORTION THEREOF) IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SEROTINY DATA OR SEROTINY SYSTEM (OR ANY PORTION THEREOF) IS DOWNLOADED AT CUSTOMER’S OWN RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR CUSTOMER’S USE OF THE SEROTINY DATA OR SEROTINY SYSTEM (OR ANY PORTION THEREOF).

9.3 Delivered product. Serotiny not warrant or guarantee that the product delivered to you pursuant to your order will have any particular qualities, properties or effects of any kind, or that it will be suitable for any particular use or carry any value of any kind.

10. Term, Termination, and Survival

10.1 Term. This Agreement shall commence on the Effective Date, and shall continue for the term chosen by the Customer during the signup process (the “Initial Term”). The Agreement will automatically renew for successive periods equal to the Initial Term (e.g., monthly or yearly) unless either party gives the other a written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. All such renewal terms and the Initial Term are collectively referred to as the “Term.”

10.2 Termination. Either party may terminate this Agreement: a. on thirty (30) days’ prior written notice if the other party materially breaches any of the terms of this Agreement and such breach remains uncured thirty (30) days following such party’s receipt of the terminating party’s notice; b. immediately on written notice if: (i) all or substantially all of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver or trustee in bankruptcy; d. a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within thirty (30) days; or (iii) the other party is adjudged bankrupt or insolvent.

10.3 Survival. Upon termination or expiration of this Agreement, all licenses granted hereunder shall immediately terminate. The following provisions shall survive any termination or expiration of this Agreement: Sections 1, 4.2, 4.3, 4.4, and 5 through 22 (inclusive).

11. Limitation of Liability

11.1 General. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, THE AGGREGATE LIABILITY OF SEROTINY AND ITS LICENSORS TO CUSTOMER ARISING FROM ITS ACCESS TO OR USE OF THE SEROTINY SYSTEM, OR SEROTINY’S PROVISION OF TECHNICAL SUPPORT, INSTALLATION, TRAINING OR OTHER SERVICES IN CONNECTION THEREWITH, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, STRICT LIABILITY, NEGLIGENCE AND/OR OTHER TORT, SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES THAT HAVE BEEN PAID TO SEROTINY FOR ACCESS TO AND USE OF THE SEROTINY SYSTEM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL SEROTINY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS. THE FOREGOING LIMITATIONS FORM AN ESSENTIAL BASIS FOR THIS AGREEMENT AND SHALL SURVIVE REGARDLESS OF THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE.

11.2 Use of Ordered Designs. Serotiny shall not be liable for any use of the synthesized gene sequence designed and ordered by you or for any loss, claim, damage or liability of any kind that may arise from the use, handling or storage of such ordered synthesized gene sequence.

12. Ownership

12.1 Serotiny’s Ownership Rights. Subject only to the limited license expressly granted under this Agreement, as between Serotiny and Customer, Serotiny shall retain all right, title, and interest in and to the Serotiny Data or Serotiny System (and all portions thereof) (excluding the Customer Data), and Developments, and all Intellectual Property Rights therein. Nothing in this Agreement will confer on Customer any right of ownership or interest in the Serotiny Data or Serotiny System (or any portion thereof) (excluding the Customer Data), or Developments, and all Intellectual Property Rights therein. To the extent Customer have or obtain any right, title, or interest in the Serotiny Data or Serotiny System (or any portion thereof) (excluding the Customer Data), or Developments, or any Intellectual Property Rights therein, Customer hereby assign, and agrees to assign, without further consideration, to Serotiny all such right, title, and interest Customer may have or obtain.

12.2 Customer’s Ownership Rights. Subject only to the limited license expressly granted hereunder, as between Customer and Serotiny, Customer shall retain all right, title and interest in and to the Customer Data, and all Intellectual Property Rights therein. Nothing in this Agreement will confer on Serotiny any right of ownership or interest in the Customer Data, or the Intellectual Property Rights therein.

12.3 Execution of Documents. During the Term, and at any other time thereafter, at Serotiny’s request Customer shall execute any and all documents and perform any and all acts that Serotiny may reasonably require in order to protect and perfect any Serotiny Intellectual Property Rights, or to apply for, obtain, and vest in the name of Serotiny alone all patents, copyrights, trademarks, or other similar protection for any Serotiny Intellectual Property Rights, and, when so obtained or vested, to maintain, renew, and restore the same.

13. Intellectual Property in Your Designs and Orders

13.1 You warrant and represent that you have all the necessary licenses, rights and approvals, including but not limited to, all intellectual property rights, in all particulars pertaining to all designs and orders made and placed by you through your use of the Serotiny System.

13.2 You hereby agree to, and shall indemnify and hold harmless Serotiny, its affiliates, officers, agents and employees from and against any claim or liability arising out of, any breach of the foregoing representation and warranty, including, but not limited to, any claims of intellectual property infringement.

13.3 All intellectual property rights in the designs and orders shall vest in you, provided, however, that you hereby agree to grant to Serotiny a non-exclusive, limited, royalty-free license in the designs and orders for Serotiny’s future use as set forth in the “Privacy Policy”.

14. Indemnity

14.1 Indemnity. Customer shall indemnify, defend, and hold Serotiny and its affiliates, and its and their officers, members, directors, employees, agents, successors and assigns harmless from and against all liabilities (including liabilities arising out of the application of the doctrine of strict liability), obligations, losses, damages, penalties, fines, claims, penalties, actions, suits, judgments, costs, expenses, and disbursements (including reasonable legal fees and expenses and reasonable costs of investigation) (“Losses”) arising from a claim that the Customer Data infringes or otherwise violates any third-party’s U.S. state or federal rights, including but not limited to intellectual property, privacy, or other proprietary rights. Customer shall indemnify, defend, and hold Serotiny and its affiliates, and Serotiny’s and their officers, members, directors, employees, agents, successors and assigns harmless from and against all third-party claims and Losses arising from: a. Customer’s use of and access to the Service, including any data or content transmitted or received by Customer; b. any other party’s access and use of the Service with Customer’s unique username, password, or other appropriate security code; or c. any infringement or misappropriation claim that arises from: i. Customer’s use of the Serotiny System other than as specified in this Agreement or in the applicable documentation; or ii. use of the Serotiny System in conjunction with third-party software, hardware, or data other than that approved by Serotiny.

14.2 Process. The indemnified party shall promptly notify the indemnifying party in writing of any claim for which it seeks indemnification hereunder; provided that the failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent of any material prejudice directly resulting from such failure. The indemnifying party shall bear full responsibility for, and shall have the right to solely control, the defense (including any settlements) of any such claim; provided, however, that a. the indemnifying party shall keep the indemnified party informed of, and consult with the indemnified party in connection with the progress of such litigation or settlement and b. the indemnifying party shall not have any right, without the indemnified party’s written consent, to settle any such claim in a manner that does not unconditionally release the indemnified party. At the indemnifying party’s request, the indemnified party will provide reasonable cooperation with respect to any defense or settlement.

14.3 Remedies. In the event any portion of the Serotiny System is held or believed by Serotiny, or any portion of the Customer Content is held or believed by the Customer, to infringe intellectual property rights of any third party (such portion to be deemed the “Infringing Materials”) in any place where the Serotiny System is used or accessed, then in addition to any other rights in this Section 14, Serotiny (where the Infringing Materials are the Serotiny System) or Customer (where the Infringing Materials are the Customer Content) shall, at its sole expense and at its option: a. obtain from such third party the right for the other party to continue to use the Infringing Materials; b. modify the Infringing Materials to avoid and eliminate such infringement or misappropriation, as the case may be; c. upon mutual agreement with the other party, remove and disable the Infringing Materials; or d. if none of the foregoing remedies is commercially feasible, terminate this Agreement.

14.4 Sole Remedy for Intellectual Property Violations. This Section 14 contains each party’s sole and exclusive remedy, and each party’s entire liability, with respect to infringement or alleged infringement of third party intellectual property rights relating to the Serotiny System and the subject matter of this Agreement.

15. Confidentiality

Confidentiality. Each party shall treat as confidential all Confidential Information of the other, shall not use such Confidential Information except as set forth in this Agreement, and will not disclose such Confidential Information to any third party except as expressly permitted herein without the disclosing party’s written consent. The receiving party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the disclosing party’s Confidential Information, but in no event less than reasonable care. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination or expiration of this Agreement, each party will either return or, at the disclosing party’s request, destroy the Confidential Information of the other party; provided however, that Serotiny may retain copies of the Customer Confidential Information for routine backup and archival purposes. Notwithstanding the foregoing, the obligations set forth in this Section 15 shall not apply with respect to any information to the extent that it is: a. already in the possession of the receiving party prior to the first disclosure hereunder as shown by records or files; b. is already part of the public knowledge or becomes part of the public knowledge after the time of disclosure other than as a result of any improper action by the receiving party; c. is approved in writing by the disclosing party; d. is required to be disclosed by applicable legal authority provided that, if practicable, adequate notice and assistance is given by the receiving party to the disclosing party for the purpose of enabling the disclosing party to prevent and/or limit the disclosure; or e. is independently developed by either party without use of the Confidential Information from the other party.

16. Privacy Policy

Privacy Policy. Customer acknowledges and agrees that by using the Serotiny System, Customer consents to the collection, use and disclosure of its information and data as set forth in our Privacy Policy, and to have its information and data collected, used, transferred to and processed in the United States.

17. Notices

Notices. All notices and other communications required or permitted under this Agreement shall be in writing, addressed to the applicable party at its address set forth in this Agreement, and shall be deemed effectively delivered only: a. upon personal delivery, b. upon delivery by a courier service as confirmed by written delivery confirmation, c. upon delivery by facsimile as confirmed by transmission receipt, or d. three (3) business days after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid. Either party may change its address for notice by giving notice to the other party in accordance with this section. A copy of any required notice must be sent via email delivery to info@serotiny.bio.

18. Governing Law, Jurisdiction, Venue, and Dispute Resolution

This Agreement shall be construed in accordance with applicable U.S. federal law and the laws of the State of California without regard to conflict of laws principles. In the event a dispute arises out of or in connection with this Agreement, the parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be finally settled by arbitration in San Francisco, California. Notwithstanding the foregoing, each party shall have the right to institute an action in the state or federal courts of San Francisco County, California for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s).

19. Force Majeure

Other than for payment of money, a party shall be excused from any delay or failure in performance hereunder due to any labor dispute, government requirement, internet congestion or breakdown, or any other cause beyond its reasonable control. Such party shall use commercially reasonable efforts to cure any such failure or delay in performance arising from such a condition, and shall timely advise the other party of such efforts. If such delay continues for more than sixty (60) days, the performing party may, upon not less than ten (10) days prior written notice to the non-performing party, terminate this Agreement.

20 Relationship of the Parties

The relationship between the parties shall only be that of independent contractors. Neither party is an agent, representative, partner, employer, or employee of the other party, and neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

21. Publicity

Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship without obtaining the express prior written consent of the other party. Notwithstanding anything to the contrary in this Agreement, Serotiny may reference Customer as a Serotiny System user in its marketing and promotional materials, including but not limited to the Website.

22. General

Customer shall not assign nor transfer any obligations or benefit under this Agreement without the written consent of Serotiny. Serotiny may assign this Agreement freely without restriction. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. This Agreement, together with its exhibit(s), is the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, and all prior and contemporary proposals and discussions relating to the subject matter of this Agreement, and controls over the preprinted terms of any purchase order or similar document. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or different kind. All notices, modifications and waivers under this Agreement must be in a writing executed by a duly authorized representative of each of the parties. If any provision of this Agreement is determined to be unenforceable, that provision will be replaced with the valid one that most closely achieves the parties’ intent and the remainder of this Agreement will remain enforceable. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

Effective November 22, 2016

Contact us at info@serotiny.bio