Cantata Bio, LLC Terms and Conditions

Thank you for your interest in purchasing a Cantata Bio, LLC kit. Below are our Product Terms and Conditions. We understand that certain state and federal institutions are subject to specific jurisdictional laws, which may be in conflict with these terms and conditions. In the event of such a conflict these terms and conditions are hereby modified to the extent necessary to conform to those laws. We may change our terms and conditions or the pricing of our products from time-to-time, so the below terms are intended for a single order.

1. General. Cantata Bio, LLC’s (“Cantata,” “We,” “Us,” “Our”) offer to sell products is expressly conditioned upon your acceptance of these terms and conditions (“Terms”). You (“Buyer”) will be deemed to have accepted these Terms, unless you return the products you received to us unopened and unused in accordance with Section 3 of these Terms no later than 10 days after receipt. These Terms, including all documents incorporated herein by reference, any quotation issued to you from us, and those specific terms of a purchase order or other document that are either consistent with these Terms or expressly agreed upon by us in writing, constitute the entire contract between us relating to the subject matter hereof (the “Contract”). In the event of a conflict, our quotation takes precedence over these Terms, and a written contract covering the same subject matter signed by both of us takes precedence over both.

2. Orders, Price, Taxes and Other Charges, and Delivery. All orders are subject to Cantata Bio’s acceptance and availability of the products. Our prices do not include any taxes (including VAT), duties, levies, or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. You are also responsible for standard delivery and handling charges, if any. Cantata Bio reserves the right to make delivery in installments. All of our products are sold internationally EXW (Incoterms 2020) and domestically FOB Factory, prepaid and added, unless otherwise agreed by both parties in writing.

3. Inspection and Returns. You can return products that are damaged or defective on delivery, or correct any shortages or delivery errors, if you contact Customer Service at support@cantatabio.com within 10 days from the day you receive the products and receive authorization for return. If you do not contact us within 10 days, the products will be deemed accepted.  No replacements will be provided for kits not used within shelf life.

4. Payment, Credits, and Refunds. Invoices shall be paid in U.S. dollars within 30 days from the invoice date. Each order is a separate transaction, and you may not set-off payments from one order against another. If you are late in making payment, without affecting our other rights, we may suspend delivery or cancel the order or Contract, reject your future orders, and charge you a late-payment charge, from the due date until paid, at the rate of 1% per month (12% per year) or, if less, the maximum amount allowed by law. For any properly returned products, at our discretion, we may replace the products, issue a product credit, or refund the product value and shipping charges. No product credit will be available for use if a past due balance is outstanding on the account. Any product credit not used within six (6) months of the date of issue will expire.

5. Unforeseen Events. Cantata shall not be liable for delay or failure in performance of any obligations if performance is rendered impracticable by any condition beyond Cantata’s reasonable control, including global health emergencies and pandemics. In such a case, Cantata shall have additional necessary time to perform its obligations and shall have the right to apportion products then available for delivery among its various customers in such manner as Cantata considers appropriate.

6. Software Restrictions. Buyer acknowledges that access to any Cantata Bio software included in the purchase of products may be subject to additional terms and conditions. All Cantata Bio software, whether provided separately, installed on, or embedded in Cantata Bio products, is licensed to you, not sold. No ownership rights to any Cantata Bio software are granted with the purchase of a product. Buyer may not copy, modify, create derivative works of, reverse engineer, decompile, disassemble, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, or otherwise transfer any software included in the purchase of products, nor permit any other party to do any of the foregoing. Buyer may not remove from the software, or alter, any of the trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the software. Buyer may not (and may not attempt to) defeat, avoid, by-pass, remove, deactivate, or otherwise circumvent any protection mechanisms in the software including without limitation any such mechanism used to restrict or control the functionality of the software.

7. Limited Rights. All intellectual property rights in the products and in any Cantata Bio technology, intellectual property, and know-how used to make or useful for the manufacture or use of the products will at all times remain vested in Cantata Bio and its licensors. Unless otherwise expressly agreed in writing by our CEO, your purchase of the products only grants you a limited, non-transferable right to use the quantity of the products that you have purchased from us. No right to resell our products or any of their components is conveyed. Unless otherwise expressly agreed in writing by our CEO, we provide no rights to use our products in commercial applications of any kind, including, without limitation, manufacturing, quality control, or commercial services such as reporting the results of your activities for a fee or other form of consideration. It is solely your responsibility to determine whether you may be required to obtain any additional or third-party intellectual property rights depending upon the particular application in which you use the product. If you need commercial use rights to our products (including the right to perform fee-for-services with Cantata Bio products), please contact Cantata Bio’s Business Development department at info@cantatabio.com.

8. Compliance with Law. Products received from us may be subject to U.S. export control laws and regulations. You will not, directly or indirectly, (a) sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from us to any destination, entity, or person prohibited by the laws or regulations of the U.S., or (b) use the product for any use prohibited by the laws or regulations of the U.S. and/or your local jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

9. Restriction on Use of Products. All products are for RESEARCH USE ONLY, AND NOT FOR USE IN DIAGNOSTICS OR DIAGNOSTIC PROCEDURES. The product does not have FDA or other regulatory approval. Buyer agrees not to use the product in any setting requiring FDA or similar regulatory approval or exploit the product in a clinical or veterinary diagnostic or therapeutic setting. Buyer agrees not to use the product in an unsafe setting, and with appropriate safeguards and equipment for laboratory personnel and the environment. You are solely responsible for making sure that the way you use the products complies with applicable laws, laboratory safety requirements, regulations, and governmental policies and for obtaining all necessary approvals, intellectual property rights, licenses, and permissions that you may need related to your use. In the event you choose to use third party software in combination with your use of Cantata Bio products, you are solely responsible for the manner in which you use such third-party software and any results obtained. Additional restrictions apply for use outside of the following applications: ASSEMBLYLINK for genome assembly, TOPOLINK for 3-dimensional chromatin conformation analysis, and VARILINK for assay of genetic variation. See product instructions for details.

10. No Warranty. THE PRODUCT IS PROVIDED “AS IS, WHERE IS” AND WITH ALL FAULTS. CANTATA BIO MAKES NO WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO NON-INFRINGEMENT, TITLE, PATENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY CUSTOM, TRADE USAGE, PROMISE, EXAMPLE, OR DESCRIPTION; ALL OF WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED BY CANTATA BIO AND WAIVED BY BUYER.

11. Limitations of Liability. EXCEPT TO THE EXTENT (i) CAUSED BY CANTATA BIO’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (ii) REQUIRED BY APPLICABLE LAW, CANTATA BIO AND ITS REPRESENTATIVES SHALL HAVE NO LIABILITY FOR (A) ANY LOSS OF USE, PROFITS, REVENUE, GOODWILL, BUSINESS, OR OTHER FINANCIAL LOSS, (B) COSTS OF SUBSTITUTE GOODS OR SERVICES, OR (C) ANY LOST PROFITS, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF CANTATA BIO OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, CANTATA BIO’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO CANTATA BIO FOR THE PRODUCTS. BUYER UNDERSTANDS THAT THE RISKS OF LOSS HEREUNDER ARE REFLECTED IN THE PRICE OF THE PRODUCTS AND THAT THESE TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN A DIFFERENT ALLOCATION OF RISK. DELIVERY DATES AND TIMES ARE ESTIMATES ONLY AND WE WILL NOT BE LIABLE (IN CONTRACT, TORT OR OTHERWISE) FOR ANY LOSSES, EXPENSES, CLAIMS, OR DAMAGES CAUSED BY A LATE DELIVERY.

12. Indemnification. To the extent allowed by applicable law, and except where a claim arises as a result of Cantata Bio’s gross negligence or willful misconduct, you will indemnify, defend, and hold harmless Cantata Bio, its officers, agents, employees, distributors, and affiliates for any claim, loss, damage, expense, or other liability (including reasonable attorneys’ fees and costs) which may be made against us as a result of (a) your acts, omissions, use or modification of a product, including use of a product in combination with third party products, services, or software, (b) your reliance on or use of results generated using a Cantata Bio product, (c) your failure to comply with this agreement, or (d) your failure to acquire any applicable additional rights related to your use of the products.

13. Miscellaneous. This Agreement constitutes the entire agreement between Buyer and Cantata for the products and is the exclusive statement of the terms of the Agreement, superseding all prior written and oral agreements and understandings, and shall override any conflicting, amending, and/or additional terms contained in any purchase orders, invoices, or similar documents, which are hereby rejected and shall be null and void. Our exercise of any option or failure to exercise any rights hereunder will not constitute a waiver of our rights to damages for breach of contract and will not constitute a waiver of any subsequent failure, delay, or breach by you. Our failure to object to any terms and conditions contained in any purchase order or other document from you will neither be construed as our acceptance of such terms and conditions, or a waiver of these Terms. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. The Contract will be governed by and construed in accordance with the laws of the State of California, USA without regard to conflicts of law provisions. We may assign our rights and/or obligations under the Contract to any person in whole or in part. Any subsequent changes made to these Terms will not apply to the Contract between us for any order we receive before the changes are made. Different product lines as designated by their trademarks and their different uses may be covered by and/or sold under one or more U.S. or other patents licensed from third parties, or different collections of patents. “DOVETAIL GENOMICS,” “CANTATA BIO,” “HIRISE,” “OMNI-C,” “LINKPREP,” “TOPOLINK,” “VARILINK,” “ASSEMBLYLINK,” and related logos are trademarks or registered trademarks of Cantata Bio in the U.S. and/or other countries.

Revised 6/20/2024