Terms & Conditions1 Acceptance The Use Of WellGenetics Inc. Website (wellgenetics.com) Terms and Conditions Your access to and use of wellgenetics.com (the "Website") is subject exclusively to these Terms and Conditions. You will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions. By using the Website you are fully accepting the terms, conditions and disclaimers contained in this notice. If you do not accept these Terms and Conditions you must immediately stop using the Website. 2 CHANGE OF USE WellGenetics Inc. reserves the right to: 2.1 change or remove (temporarily or permanently) the Website or any part of it without notice and you confirm that WellGenetics Inc. shall not be liable to you for any such change or removal and 2.2 change these Terms and Conditions at any time, and your continued use of the Website following any changes shall be deemed to be your acceptance of such change. 3 SERVICE AGREEMENT 3.1 WellGenetics Inc. is providing custom or contract research services in life sciences industry. The Service Agreement and any schedule(s), attachment(s) and exhibit(s) agreed and executed by WellGenetics Inc. and you shall govern the provision of all custom/contract research services ("Services") by WellGenetics Inc. to you. WellGenetics Inc. and you are hereby collectively referred to as "Parties". 3.2 Unless acknowledged and signed by WellGenetics Inc. in writing, any additions or alterations by you shall not bind WellGenetics Inc. WellGenetics Inc.'s failure to object to any amendments, alterations, additions or proposals contained in any work order or other form or document from you shall not be construed as a waiver of the Service Agreement nor an acceptance of any such amendments, alterations, additions or proposals. 3.3 You shall provide WellGenetics Inc. with sufficient amount of its information and materials such as DNA, cells, flies, or other substances needed to complete the Services ("Client Materials"), as well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Materials needed by WellGenetics Inc. to complete the Services. WellGenetics Inc. will use Client Materials in accordance with the Service Agreement and only in the execution of Services for the benefit of you. Unless otherwise requested by you, upon completion of the Services any remaining Client Materials will be destroyed. WellGenetics Inc. will not transfer or provide Client Materials, in whole or in part, to any third party, other than a subcontractor, without your prior written approval. 3.4 You shall be the exclusive owner of and shall be in titled to all documentation, information, records, raw data, protocols, specimens or other work product supplied by you and/or generated by WellGenetics Inc. as a direct result of execution of the Services ("Work Product"). WellGenetics Inc.'s method(s) or process(es) used in the execution of Services, laboratory notebooks or other records maintained with respect to the Services will be owned by WellGenetics Inc. Upon completion of the Services, WellGenetics Inc. will archive the Work Product for a period of one year. The Work Product will be disposed and destroyed one year after the completion of Services. 3.5 WellGenetics Inc. will treat all Data as proprietary and confidential and will not disclose the same to any person except its employees, consultants, and subcontractors to whom it is necessary to disclose the Data for purposes of providing the Services. If the disclosure is requested in any legal proceedings, WellGenetics Inc. will notify you promptly prior to any disclosure to permit you to oppose such disclosure by appropriate action. You agree to reimburse out-of-pocket costs and reasonable attorney's fees if WellGenetics Inc. is obligated to testify or produce documents in any legal or administrative proceedings regarding the Services. 3.6 WellGenetics Inc. may terminate the Service Agreement in the event that you breach or fail to comply with any material provision of the Service Agreement, and fail to remedy the breach or failure to the satisfaction of WellGenetics Inc. within 15 days of receiving written notice where the breach or failure is capable of being remedied. 3.7 Except with respect to the obligation to make payment, neither WellGenetics Inc. nor you shall be responsible for failure or delay in performance of its obligations related to the Services due to causes beyond its reasonable control, including but not limited to, acts of God, governmental actions, fire, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, or natural disasters. 3.8 WellGenetics Inc. provides you with free consulting services including, but not limited to, design of DNA construct, choice of vector and cloning site, and help on choice of service packages. You shall acknowledge and agree that these additional services are provided free of charge and are provided for informational purposes only. You shall acknowledge that WellGenetics Inc. does not warrant or represent the accuracy or applicability of suggestions provided by WellGenetics Inc. customer service representatives as part of the free consulting services. You shall agree that it remains your responsibility to evaluate such suggestions before adopting them. 4 PAYMENT Payment is due within 30 days of receiving your order. If no payment is received, WellGenetics Inc. has the right to cancel your order without notice. 5 SHIPPING POLICY Shipping will be paid for by you in the amount agreed upon by WellGenetics Inc. at the time of purchase. If an item is damaged during shipping, WellGenetics Inc. will not be held responsible. 6 COMPLAINT AND REFUND POLICY 6.1 Any complaints about items or services may be sent to WellGenetics Inc. within 15 days of the original shipped date via our Complaint Form. There is no guarantee of a resolution. Each case will be looked at individually, and WellGenetics Inc. will be in contact as well. Items/Services are entitled to be refunded based on complaint. If an item or service is unsatisfactory, a written explanation is needed before the item/service may be considered for a refund. You must take into account the description of the item/service before requesting a refund. If the item/service matches the description by WellGenetics Inc. and you are unsatisfied, WellGenetics Inc. is not responsible for refund. 6.2 Refunds are accepted at the discretion of WellGenetics Inc. Once your refund is accepted, WellGenetics Inc. will issue Store Credit only - No Cash or Credit Card Refund. Please note that we do not refund shipping costs. 6.3 Once you have applied a store credit, it will be automatically used as payment during the next purchase you places. Any additional credit remaining on your account will carry over to your next purchase until the remaining balance has been used. 6.4 Store Credit can only be used for purchasing item/service from WellGenetic Inc. Store Credit cannot be transferred to another person or account. Please treat Store Credit like cash, and Store credit is provided in U.S. Dollars. 6.5 WellGenetics Inc. does not accept Exchanges at this time. 7 CANCELLATION An item/service may be cancelled up until payment has been processed. Once payment has been processed, you are responsible for payment. 8 COPYRIGHT 8.1 All copyright, trade marks and all other intellectual property rights in the Website and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website) are owned by or licensed to WellGenetics Inc. or otherwise used by WellGenetics Inc. as permitted by law. 8.2 In accessing the Website you agree that you will access the content solely for your personal, non-commercial use. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the Website for personal, non-commercial home use only. 9 DISCLAIMERS AND LIMITATION OF LIABILITY 9.1 The Website is provided on an AS IS and AS AVAILABLE basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. 9.2 To the extent permitted by law, WellGenetics Inc. will not be liable for any indirect or consequential loss or damage whatever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website. 9.3 WellGenetics Inc. makes no warranty that the functionality of the Website will be uninterrupted or error free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive. 9.4 Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of WellGenetics Inc. for death or personal injury as a result of the negligence of WellGenetics Inc. or that of its employees or agents. 10 INDEMNITY You agree to indemnify and hold WellGenetics Inc. and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against WellGenetics Inc. arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website. 11 SEVERANCE If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable. 12 WAIVER If you breach these Conditions of Use and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Conditions of Use. 13 GOVERNING LAW These Terms and Conditions shall be governed by and construed in accordance with the law of Taiwan and you hereby submit to the exclusive jurisdiction of the Taiwan courts. |
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