DNA2.0 Terms and ConditionsBY PLACING AN ORDER, CUSTOMER ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMERS THAT DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT SHOULD NOT PLACE AN ORDER. ONCE CUSTOMER ACCEPTS THESE TERMS AND CONDITIONS, CUSTOMER CANNOT SUBSEQUENTLY DECLINE OR MODIFY ANY TERM OR CONDITION WITHOUT THE PRIOR WRITTEN CONSENT OF DNA2.0 INC. (“DNA2.0″).
1. Biosecurity ComplianceSafety and biosecurity are chief priorities of DNA2.0. We are a founding member of the International Gene Synthesis Consortium (IGSC). In accordance with US Federal guidelines, the consortium has established and strictly follows a Harmonized Screening Protocol to promote biosecurity. DNA2.0 screens all incoming orders against the IGSC list of select agents. This list is based on sequences identified by the US Centers for Disease Control (CDC), US Dep’t of Commerce (USDC), US Dep’t of Agriculture (USDA), and the Australia Group. We reserve the right to refuse any order.
2. Purchase and PaymentDNA2.0 will not commence gene synthesis without a Purchase Order or credit card number. Quotes provided for gene synthesis orders expire after 30 days with no further notice from DNA2.0. DNA2.0 reserves the right to require pre-payment on any order, in DNA2.0’s sole discretion. A $60 USD surcharge is added to invoices paid by wire transfer. Payment is net 30 days for payments made by Purchase Order or wire transfer. DNA2.0 reserves the right to conduct a customer credit check and not to extend net 30 invoicing, in DNA2.0’s sole discretion. Payment also can be made by credit card (Visa, American Express or MasterCard), but only at the time of invoicing (net 0). Credit card payments after invoicing date are assessed a 5% transaction fee. Shipping fees will be incurred by CUSTOMER for multiple partial order shipments. DNA2.0 will assess a late fee of 1.5% per month on all amounts not paid 30 days after delivery of product, unless otherwise stated on invoice. Full and complete payment of invoice is required for transfer of ownership of purchased product.
3. Cancellation of OrdersOnce an order (defined as receipt by DNA2.0 of a Purchase Order and payment) is accepted by DNA2.0, it cannot be cancelled and CUSTOMER will be responsible for payment of the total amount of the order.
4. Shipping ChargesDNA2.0 products are sold F.O.B. Menlo Park, CA. Title and risk of loss passes to CUSTOMER upon transfer to shipper. DNA2.0 products are shipped by overnight courier service, unless otherwise requested.
5. Inspection of GoodsUpon receipt of shipped goods, CUSTOMER will inspect the shipment promptly for damages, shortages and correct identity of product. Any claims of non-conformity must be submitted to DNA2.0 within 30 days of shipment. If CUSTOMER fails to provide such claim within that period, the shipment will be deemed accepted by CUSTOMER. Non-conforming goods will be replaced or authorized for return and credit at DNA2.0’s option. To submit a claim, please contact us at 1.877.DNA.TOGO or by e-mail at info@DNA20.com.
6. ReturnsDNA fragment orders are not returnable. Once an order is accepted by DNA2.0, it cannot be terminated without written consent of DNA2.0.
7. Genes and Custom Cloning: Representations and IndemnitiesDNA2.0 can clone synthetic genes into custom vectors. CUSTOMER will provide DNA2.0 with the custom vectors necessary for DNA2.0 to provide the requested services. Such custom vectors shall remain the property of CUSTOMER throughout the cloning and sequencing process. CUSTOMER hereby grants DNA2.0 a limited, non-exclusive, royalty-free license to use the custom vectors and the gene sequences for the purpose of performing the services. By agreeing to the terms and conditions of this Agreement and providing DNA2.0 with the custom vectors and the gene sequence, CUSTOMER represents and warrants that it has the power and authority to grant the foregoing license, or otherwise has obtained all licenses and rights, including all intellectual property rights, necessary for DNA2.0 to provide the requested services. CUSTOMER hereby agrees to and shall indemnify and hold harmless DNA2.0 and its affiliates and their officers, agents, and employees, from and against any action, claim, or liability, including attorneys’ fees, arising out of any breach of the foregoing representation and warranty, including but not limited to any claims of patent infringement or other intellectual property-related claims. For custom cloning projects, no turnaround guarantee is offered. If DNA2.0 fails to clone the DNA fragment in three attempts (for commercially available vectors shipped directly from the manufacturer) or two attempts (for all other vector preparations), DNA2.0 reserves the right to ship the gene cloned into our in-house vector or as a linear PCR fragment and refund to CUSTOMER the custom cloning fee. Large-scale plasmid prep is derived from 250ml culture and is never less than 100 µg DNA for high-copy vectors. Total yield is not guaranteed for low-copy number vectors.
8. Vector licensingThe use of host cells that may contain the cloned copy of the T7 gene 1, the gene for T7 RNA polymerase, with any other vector(s) containing a T7 promoter to direct the production of RNA or protein requires a license from Brookhaven National Laboratory. Before using any pJexpress vector(s) in such a cell strain CUSTOMER will ensure that their institution has a research-use or commercial-use license allowing CUSTOMER to do so. Information about research-use or commercial-use license agreements may be obtained from the Office of Intellectual Property and Sponsored Research, Brookhaven National Laboratory, Building 475D, P.O. Box 5000, Upton, New York, 11973-5000; telephone: 631-344-7134; fax: 631-344-3729.
9. Intellectual PropertyCUSTOMER warrants that it has all necessary licenses and rights, including but not limited to, all patent and other intellectual property rights, in all sequences and materials provided to DNA2.0 in connection with any services to be provided to CUSTOMER by DNA2.0. CUSTOMER hereby agrees to and shall indemnify and hold harmless DNA2.0 and its affiliates, officers, agents, and employees from and against any action, claim, or liability, including attorneys’ fees, arising out of any breach of the foregoing representation and warranty or arising out of any action related to actual or alleged infringement of third-party patents directed at DNA2.0 in connection with services provided to CUSTOMER. DNA2.0 will claim no ownership interest or intellectual property rights in sequences provided by CUSTOMER, or in sequences designed by DNA2.0 for CUSTOMER and paid for in full by CUSTOMER (collectively, the “CUSTOMER Work Product”). Upon completion of the Services, DNA2.0 will retain one copy of the CUSTOMER Work Product for archival purposes and as required by applicable biosecurity laws and regulations. Ownership of all proprietary tools used, developed or improved in providing the Services, including but not limited to gene synthesis process and assembly improvements, optimization algorithms, and related know-how, including any proprietary software created therefor, at all times will remain the property of DNA2.0. DNA2.0 uses proprietary gene and codon optimization methods to optimize the expression properties of DNA sequences in order to fulfill CUSTOMER’S order. These proprietary methods are covered by United States Patents Nos. 7,561,972, 7,561,973, 8,126,653, 8,401,798 and related pending patent applications, each of which has been assigned to DNA2.0. By requesting a quote or placing an order for optimized genetic sequences, CUSTOMER agrees not to synthesize, or authorize or permit any third-party to synthesize, the optimized sequences provided to CUSTOMER pursuant to the terms of the quote or order, or sequences derived using information from these sequences.
10. DNA2.0 “IP-Free©” Catalog Items
Freedom to Operate: DNA2.0 has searched United States patent databases for the sequences encoding DNA2.0’s catalog products and has not found any issued patents or published patent applications with any claims relying on the nucleic acid sequence of DNA2.0’s catalog products designated as IP-Free© or any amino acid sequence encoded by the DNA2.0 catalog products. DNA2.0 is not aware of any pending unpublished patent applications that may be infringed by the DNA2.0 IP-Free© catalog products. However, DNA2.0 cannot guarantee that one or more patents claiming the DNA2.0 IP-Free© catalog product have not issued or will not issue. By purchasing the DNA2.0 IP-Free© catalog product, CUSTOMER acknowledges that use of the DNA2.0 IP-Free© catalog product may be claimed to infringe the intellectual property rights of third parties and that DNA2.0 provides no indemnity to CUSTOMER for any such alleged or actual infringement.
Proteins and peptides made with DNA2.0 catalog Pichia strains (the “Pichia Strains”) are IP-Free©, and can be used commercially without license obligations. However, neither the Pichia Strains, nor any strains derived from the Pichia Strains, may be transferred or sold to third parties, resold, modified for resale, or used to provide a service of any kind to third parties, including, without limitation, reporting the results of customer activities for a fee or other form of consideration.
Compliance Terms: DNA2.0 has filed for US patent protection for certain components of its IP-Free© products. By purchasing a DNA2.0 IP-Free© catalog product or receiving a DNA2.0-synthesized gene in an IP-Free© vector (collectively, “IP-Free© Products”), DNA2.0 authorizes CUSTOMER to incorporate the IP-Free© Product into CUSTOMER’S product and sell or distribute such products to third parties provided that (i) CUSTOMER is not a direct competitor of DNA2.0 as a provider of synthetic genes, gene design and/or protein engineering services, (ii) CUSTOMER has obtained any third-party licenses required for that product, (iii) CUSTOMER’S product performs an additional function not performed by the DNA2.0 IP-Free© Product, and (iv) CUSTOMER prominently acknowledges the incorporation of the DNA2.0 IP-Free© Product on the front, side or back of the CUSTOMER’S product packaging and/or advertising materials in a font at least as large as that used for the majority of the other text in that packaging and/or advertising materials. In circumstances where CUSTOMER cannot satisfy each of these four criteria, CUSTOMER warrants that the DNA2.0 IP-Free© Product (i) will be for single laboratory/company use only, and (ii) will not be distributed to any other party without DNA2.0’s written permission.
Representations and Warranties: By purchasing any DNA2.0 product (whether or not designated as IP-Free©), CUSTOMER represents and warrants that CUSTOMER has obtained all third-party licenses and rights, including all patent and intellectual property rights, necessary for making, using, and selling the DNA2.0 product. CUSTOMER hereby agrees to and shall indemnify and hold harmless DNA2.0 and its affiliates, officers, agents, and employees from and against any action, claim, or liability, including attorneys’ fees, arising out of any breach of the foregoing representations and warranties or arising out of any action related to actual or alleged infringement of third-party patents directed at the DNA2.0 product.