Terms and Conditions

Welcome to WaveCyte BioLabs!

These terms and conditions outline the rules and regulations for the use of WaveCyte BioLabs's Website, located at https://wavecytebiolabs.com.

By accessing this website, we assume you accept these terms and conditions. Do not continue to use WaveCyte BioLabs if you do not agree to take all of the terms and conditions stated on this page.

Cookies:

The website uses cookies to help personalize your online experience. By accessing WaveCyte BioLabs, you agreed to use the required cookies.

A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you.

We may use cookies to collect, store, and track information for statistical or marketing purposes to operate our website. You have the ability to accept or decline optional Cookies. There are some required Cookies that are necessary for the operation of our website. These cookies do not require your consent as they always work. Please keep in mind that by accepting required Cookies, you also accept third-party Cookies, which might be used via third-party provided services if you use such services on our website, for example, a video display window provided by third parties and integrated into our website.

License:

Unless otherwise stated, WaveCyte BioLabs and/or its licensors own the intellectual property rights for all material on WaveCyte BioLabs. All intellectual property rights are reserved. You may access this from WaveCyte BioLabs for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

• Copy or republish material from WaveCyte BioLabs

• Sell, rent, or sub-license material from WaveCyte BioLabs

• Reproduce, duplicate or copy material from WaveCyte BioLabs

• Redistribute content from WaveCyte BioLabs

This Agreement shall begin on the date hereof.

Parts of this website offer users an opportunity to post and exchange opinions and information in certain areas of the website. WaveCyte BioLabs does not filter, edit, publish or review Comments before their presence on the website. Comments do not reflect the views and opinions of WaveCyte BioLabs, its agents, and/or affiliates. Comments reflect the views and opinions of the person who posts their views and opinions. To the extent permitted by applicable laws, WaveCyte BioLabs shall not be liable for the Comments or any liability, damages, or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

WaveCyte BioLabs reserves the right to monitor all Comments and remove any Comments that can be considered inappropriate, offensive, or causes breach of these Terms and Conditions.

You warrant and represent that:

• You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;

• The Comments do not invade any intellectual property right, including without limitation copyright, patent, or trademark of any third party;

• The Comments do not contain any defamatory, libelous, offensive, indecent, or otherwise unlawful material, which is an invasion of privacy.

• The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant WaveCyte BioLabs a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats, or media.

Hyperlinking to our Content:

The following organizations may link to our Website without prior written approval:

• Government agencies;

• Search engines;

• News organizations;

• Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and

• System-wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications, or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party's site.

We may consider and approve other link requests from the following types of organizations:

• Commonly-known consumer and/or business information sources;

• Dot.com community sites;

• Associations or other groups representing charities;

• Online directory distributors;

• Internet portals;

• Accounting, law, and consulting firms; and

• Educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of WaveCyte BioLabs; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to WaveCyte BioLabs. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

• By use of our corporate name; or

• By use of the uniform resource locator being linked to; or

• Using any other description of our Website being linked to that makes sense within the context and format of content on the linking party's site.

No use of WaveCyte BioLabs's logo or other artwork will be allowed for linking absent a trademark license agreement.

Content Liability:

We shall not be held responsible for any content that appears on your Website. You agree to protect and defend us against all claims that are raised on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Reservation of Rights:

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

Removal of links from our website:

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links, but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct. We do not warrant its completeness or accuracy, nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Disclaimer:

To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

• Limit or exclude our or your liability for death or personal injury;

• Limit or exclude our or your liability for fraud or fraudulent misrepresentation;

• Limit any of our or your liabilities in any way that is not permitted under applicable law; or

• Exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort, and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

Assay Services

These Terms and Conditions of Service (this “Contract”) constitute the sole and exclusive agreement governing all requests, quotes, proposals, statements of work, purchase orders, and any other documents related to the Contract Assay Services (the “Services”) provided by WaveCyte BioLabs, including its subsidiaries and affiliates (collectively “WaveCyte,” “we,” or “our”). By ordering the Services, the Purchaser (“Purchaser,” “you,” or “your”) expressly agrees to be bound by this Contract. Any terms contained in documents provided by the Purchaser that conflict with this Contract are hereby rejected. No variation of these terms shall be binding unless agreed to in writing and signed by an authorized representative of WaveCyte.

1. Services

1.1 Scope and Proposals
The Purchaser may request that WaveCyte provide certain Services. If agreed upon, the parties will collaborate to prepare one or more quotes, proposals, or statements of work detailing:

• The Services to be provided,

• The anticipated data, results, reports, and/or other deliverables (the “Deliverables”),

• Proposed delivery schedules, and

• The cost and fees for the Services (the “Price”).

1.2 Service Changes
Due to the experimental nature of the Services, modifications (“Service Changes”) may be required. Such changes—including any Price adjustments—must be agreed upon in writing by both parties before implementation.

1.3 Priority of Terms
In the event of any conflict between this Contract and any proposal, statement of work, quote, purchase order, or other document, the terms of this Contract shall prevail.

2. Payment Terms

2.1 Invoicing and Payment
All invoices are payable within thirty (30) days of the invoice date unless otherwise agreed in writing. Payment shall be made by wire transfer in accordance with the instructions provided on the invoice. For bank wire transfers, please contact us for our bank account details. A processing surcharge may apply to credit card payments.

2.2 Taxes and Other Charges
Any applicable product, sales, use, excise, value added tax, duty, customs fee, or any other governmental charge imposed in connection with the transaction shall be paid by the Purchaser in addition to the purchase price. If WaveCyte is required to pay any such charges, the Purchaser shall promptly reimburse WaveCyte upon written request.

2.3 Late Payments
If the Purchaser fails to make any payment when due, interest will accrue on the outstanding amount at a rate of 1.6% per month (approximately 19.66% per annum), compounded monthly, until full payment is received.

3. Test Articles

3.1 Definition and Ownership
Any material provided by the Purchaser to WaveCyte for the purpose of performing the Services—including but not limited to test compounds, antibodies, and cell culture media—is hereinafter referred to as “Test Articles.” All legal title, ownership, and interest in the Test Articles remain with the Purchaser.

3.2 Representations and Warranties
The Purchaser represents and warrants that the possession, transfer, handling, and use (including in clinical trials) of the Test Articles do not violate any applicable laws, regulations, or third-party rights. It is the sole responsibility of the Purchaser to determine and comply with all such requirements and to obtain any necessary regulatory approvals.

3.3 Use and Return
WaveCyte agrees to use the Test Articles solely to perform the Services and will not reverse engineer or otherwise attempt to determine their composition without the Purchaser’s prior written consent, except as required by law. Upon the Purchaser’s request—and at the Purchaser’s expense—WaveCyte will either return or destroy the Test Articles.

3.4 Importation
The Purchaser assumes all responsibility for the importation of Test Articles, including obtaining any required permits, licenses, or certificates. WaveCyte shall not be liable for any failure by a government authority to issue such documentation.

4. Intellectual Property

4.1 Definitions
“Intellectual Property” includes all products, inventions, data, discoveries, improvements, confidential information, know-how, trade secrets, methods, formulations, techniques, processes, ideas, and any related copyrights, trademarks, patents, or other intellectual property rights, whether or not registered.

4.2 Test Articles and Deliverables
WaveCyte acknowledges that it has no intellectual property rights in the Test Articles. Unless expressly agreed otherwise, any improvements made by WaveCyte to the Test Articles shall belong to the Purchaser, and the Purchaser shall own all rights in the Deliverables.

4.3 WaveCyte’s Proprietary IP
In the course of providing the Services, WaveCyte may utilize its own proprietary intellectual property (“WaveCyte Intellectual Property”). All rights, title, and interest in and to such proprietary materials—and any modifications or improvements thereto—remain with WaveCyte.

4.4 Third-Party IP
WaveCyte has not verified the absence of third-party intellectual property rights that might be implicated by performing the Services. The Purchaser assumes all risks and liabilities arising from any potential intellectual property infringement.

5. Authorized Uses and Restrictions

5.1 Compliance
Deliverables must be used in accordance with all applicable laws, regulations, and guidelines.

5.2 Resale Prohibition
The Purchaser shall not resell the Deliverables, in whole or in part, or use them as components in another product, without the express written permission of WaveCyte.

6. Term and Termination

6.1 Term
This Contract remains in effect until all agreed-upon Services are completed unless terminated earlier as provided herein.

6.2 Termination for Cause
Either party may terminate this Contract immediately by written notice if:

• Both parties mutually agree in writing,

• A material breach occurs and is not cured within sixty (60) days of receipt of a written notice, or

• A party becomes insolvent, files for bankruptcy, or otherwise ceases operations.

6.3 Winding Down and Payment on Termination
In the event of termination, the parties shall negotiate in good faith to wind down any ongoing Services. The Purchaser shall pay for all Services initiated or performed and reimburse WaveCyte for any non-cancellable costs incurred.

7. Warranty

7.1 Limited Warranty
WaveCyte makes no warranties, express or implied, regarding the ownership, merchantability, or fitness for a particular purpose of the Services, Deliverables, or any new intellectual property (“New Intellectual Property”) that may result. WaveCyte does not guarantee that the Services or Deliverables will achieve any specific results or regulatory compliance.

7.2 Remedy for Non-Compliance
If the Services do not conform to the agreed specifications, WaveCyte may either:

• Re-perform the non-compliant portion of the Services at no additional cost, or

• Refund or credit the Purchaser for the non-compliant portion, at WaveCyte’s sole discretion.

7.3 Exclusive Remedy
This limited warranty is the sole and exclusive remedy for any non-compliance, and WaveCyte’s liability shall be limited to the amount paid for the Services.

8. Disclaimer

WaveCyte shall not be liable for any special, indirect, incidental, or consequential damages, including but not limited to lost profits, economic losses, property damage, or personal injury, arising out of or in connection with the Services, Deliverables, or any misuse thereof, regardless of the cause of action, whether in contract, tort, negligence, or otherwise.

9. Indemnity and Insurance

9.1 Purchaser’s Indemnity
The Purchaser agrees to indemnify, defend, and hold harmless WaveCyte and its officers, directors, employees, agents, and affiliates (“WaveCyte Indemnitees”) from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:

• The gross negligence or willful misconduct of the Purchaser or its representatives,

• The use of the Deliverables, Test Articles, or New Intellectual Property by the Purchaser or any third party,

• Any breach by the Purchaser of its representations, warranties, or obligations under this Contract, or

• Any infringement of third-party intellectual property rights by the Purchaser’s use of the Test Articles.

9.2 Insurance Requirements
The Purchaser shall maintain adequate insurance coverage against such risks from a reputable insurer and provide WaveCyte with a Certificate of Insurance upon request.

10. Data Protection and Privacy

10.1 GDPR Compliance
The Purchaser acknowledges that the use of its contact information by WaveCyte is necessary for the performance of this and future purchase contracts. Consent to use such information under the General Data Protection Regulation (GDPR) is not required.

10.2 Privacy Policy
The terms of WaveCyte’s Privacy Policy (available at www.wavecytebiolabs.com/privacy-policy) are incorporated herein by reference. The Purchaser consents to WaveCyte’s collection and use of personal information as described in that policy.

10.3 Information Collection
WaveCyte collects personal information (e.g., names, email addresses, phone numbers, and addresses) solely for maintaining customer relationships and may share such information with trusted business partners who are bound by confidentiality obligations. The Purchaser may opt out of such data collection or request deletion of personal information by contacting us at info@WaveCyte.com

11. Confidentiality

11.1 Definition
“Confidential Information” means any non-public information disclosed by one party to the other, including scientific, technical, financial, or business data, specifications, protocols, plans, and other materials, whether written or otherwise.

11.2 Obligations
Each party agrees to use the other’s Confidential Information solely for the purposes of fulfilling its obligations under this Contract and to restrict disclosure to employees, contractors, or affiliates who need to know such information and who are bound by confidentiality obligations no less stringent than those contained herein.

11.3 Survival
The confidentiality obligations set forth herein shall survive for five (5) years after the completion or termination of the Services.

13. Entire Agreement and Amendments

13.1 Entire Agreement
This Contract, together with any proposals, statements of work, quotes, or purchase orders referencing it, constitutes the complete and exclusive statement of the agreement between WaveCyte and the Purchaser with respect to the Services. Any attempt by the Purchaser to modify these terms shall be ineffective unless expressly agreed to in writing by WaveCyte.

13.2 Waiver and Modification
No waiver, amendment, or modification of this Contract shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought.

14. Severability

If any provision of this Contract is held to be invalid, unenforceable, or illegal for any reason, the remaining provisions shall remain in full force and effect as if the invalid provision had never been included.

15. Governing Law and Compliance

This Contract shall be governed by and construed in accordance with the laws of Minnesota, without regard to its conflicts of law principles

15.2 Compliance with Laws
The Purchaser is solely responsible for complying with all applicable laws and regulations in its country related to the Services, Deliverables, and Test Articles.

By placing a Purchase Order, the Purchaser acknowledges that it has read, understood and agrees to be bound by these Terms and Conditions.