General Terms and Conditions

Scope

All services provided by Dyad Labs to Client are subject to the terms and conditions set out below. These terms and conditions supersede any previous communications between Dyad Labs and Client. Any commitment by Dyad Labs is valid only if made in a written, signed confirmation.

Price/Payment

Invoices are due and payable in full on or before 30 days after the date of the invoice. Any invoice not paid by the invoice due date shall be subject to an interest charge at the rate of 1.5% per month. For consulting services, Client agrees to pay fifty percent of the estimated consulting fees and expenses on or before upon the consulting start date. The remaining consulting costs will be invoiced on a monthly basis until completion of consulting activities. Dyad Labs reserves the right to halt or terminate consulting services if fifty percent payment is not received by the consulting start date. The price for services does not include any U.S. or foreign sales or use taxes, excise taxes, goods and services tax, value added tax or consumption taxes or shipping charges. Client shall reimburse Dyad Labs, or pay directly to the appropriate tax authority, for sales or use taxes imposed upon the services.

Subcontracting

Dyad Labs evaluates its capabilities, resources, and capacity before work is accepted for testing. At times, when Dyad Labs sees fit and necessary, it may outsource a portion of or the entire analysis requested by a Client. In such an event, Dyad Labs will maintain its responsibility for the quality of a subcontractor’s work. For analyses within its scope of accreditation, Dyad Labs will select from its approved list of ISO/IEC 17025:2017 subcontracted laboratories. However, Dyad Labs will not be responsible for the work is when a Client or a regulatory authority specifies a subcontracted laboratory.

Record Retention

Electronic copies of reports, records and laboratory notebooks will be held for no less than 7 years from the time the data was generated. The 7-year holding time for records applies in general to all regular sample related records. For cGMP analyses, the record retention requirements are no less than 7 years from the time the data was generated or are based on the expiration date and/or distribution dates of the product.

Confidentiality, Publicity and Inventions

All results, information and reports derived from the Services are strictly confidential and the property of the Client contracting the services of Dyad Labs. No results, information or reports will be released to a third party without the written permission of the Client. Access to Dyad Labs is limited to authorized personnel and strict confidentiality is maintained in all interactions with Clients, and non-disclosure agreements are executed upon request.

Limitation of Liability

Dyad Labs will report the results of tests and studies to Client but will have no responsibility for or liability with respect to Client’s use of the results that are reported by Dyad.

With regard to stability studies performed by Dyad on Client’s products, Client is responsible for ensuring that the stability study time points, selection of biomarker compounds and length of the study meet the applicable regulatory guidelines and standards. Dyad Labs will report the results of the stability study to Client but will have no responsibility for or liability with respect to the expiration or shelf life date that the Client elects to put on the product label.
Dyad Labs shall not be liable for any lost, damaged or delayed samples that are shipped to Dyad Labs by Client. In no event will Dyad Labs be liable for any indirect, consequential, incidental, punitive, or special damages or for acts of negligence that are unintentional in nature, including, without limitation, damages for lost profit, business interruption, or other pecuniary loss, regardless of whether Dyad Labs has been advised of the possibility of such damages. Dyad Labs’ total liability for damages relating to, or arising in connection with, any Services provided hereunder, regardless of the form of action or theory of recovery, shall not exceed the greater of $2,500 or the amount paid by Client for the particular service. Dyad Labs accepts no legal responsibility for the purpose for which Client uses the test results or reports, or for any consequence of such use. Dyad Labs provides no guidance regarding and accepts no legal responsibility for the purpose for which Client uses the test results or reports, and shall have no legal responsibility for any consequence of such use.

Indemnity

Client agrees to indemnify and defend Dyad Labs from all claims, damages, liabilities, and expenses relating to Client’s use of Dyad Labs’ Services or Client’s marketing, distribution, sale, or other dissemination of Client’s products or services.

Dispute Resolution

Any dispute between the parties relating to any services, these terms and conditions, or the breach thereof shall be resolved by binding arbitration before a single arbitrator in Salt Lake City, Utah pursuant to the Commercial Arbitration Rules of the American Arbitration Association, and each party expressly agrees to resolve any dispute hereunder exclusively in accordance with this provision. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall apply the substantive law of Utah and the interpretation and enforcement of this arbitration provision shall be governed by the Utah Uniform Arbitration Act. The arbitrator shall not award either party indirect, consequential, incidental, punitive, or special damages, and the parties shall be deemed to have waived any right to such damages. The proceedings shall be confidential and the arbitrator shall issue appropriate protective orders to safeguard both parties’ confidential information. The prevailing party in any proceeding brought hereunder shall be entitled to recover its costs and reasonable attorney’s fees, except that the fees of the arbitrator shall be split equally between the parties.