These terms and conditions set forth by Wasatch BioLabs outline the agreement between the Service Provider and the customer accessing the WBL research portal. Users must acknowledge and agree to these terms before utilizing the research portal and associated services, including but not limited to, providing accurate information, payment obligations, and the limitation for service fee refunds within specified circumstances and timelines. 

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This document emphasizes WBL's commitment to quality control, privacy, and data security, with a detailed description of the service responsibilities, the user's obligations for maintaining security and confidentiality, including the incorporation of Amazon Web Services (AWS) agreements for service level expectations (see Appendix B).

Warranties regarding service performance, compliance with laws, and protection of intellectual property are highlighted, with specific limitations of liability. 
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1. DEFINITIONS
   1. "We," "our," "us," and/or “the service provider,” refers to Wasatch BioLabs (WBL).
   2. "You," "your," and/or "the customer" refers to the user of the WBL research portal.
   3. Collectively, the parties may be referred to as the "Parties."
   4. The term "Services" within this agreement pertains to the specific offerings, benefits, and provisions made available on the WBL research portal. These services may encompass a variety of products, activities, or benefits, which are detailed and described on the research portal. Such services may include but are not limited to the purchase of products and services, access to data, lab information management software (LIMS), consultations, or other activities and information provided or facilitated by WBL through the research portal. 
2. ACCEPTANCE OF TERMS
   1. Acknowledgement: By accessing and utilizing our research portal with the intent to utilize services, you explicitly acknowledge and agree to be legally bound by the terms and conditions outlined in this agreement. Your act of accessing the research portal signifies your full understanding of the terms contained herein, and your agreement to adhere to them.
   2. Rejection: If you choose not to accept these terms, you are advised to cease accessing the research portal and to abstain from engaging in any further activities related to the acquisition of services through our platform.
3. SERVICE DESCRIPTION
   1. User Verification: We describe the Services as accurately as possible within the research portal. However, we do not guarantee that all information is completely accurate or up-to-date. It is your responsibility to verify the details of the Service before purchasing.
   2. Product Information: The scope, data, and processes associated with each Service are defined within the individual Service descriptions and terms provided on the portal product pages.
4. ORDERING AND PAYMENT
   1. Accurate Information: To initiate the order placement process, you are required to provide precise, complete, and up-to-date information, as requested by the research portal. The accuracy of this information is crucial to ensuring the successful and efficient processing of your order. Any discrepancies or inaccuracies may result in delays or failure of the fulfillment of the Services and are not subject to refund.
   2. Acceptance of Payment Obligation: By completing the purchase process on our research portal, you affirmatively and legally agree to pay the specified service fees, as indicated at the time of purchase. 
   3. Payment Methods and Currencies: The research portal provides the accepted payment methods and currencies in which payments are transacted. It is your responsibility to select a payment method that is both available and suitable for your region and to ensure compliance with the accepted currencies and payment mechanisms.
   4. Transaction Fees: You are solely responsible for any transaction fees or charges associated with your chosen payment method. These fees, if applicable, are independent of the service fees and will be imposed by the payment processor, bank, or financial institution facilitating the transaction. 
   5. Price Changes: Please be aware that all prices for the Services featured on our research portal are subject to change without prior notice. While we strive to maintain price consistency, economic factors or business considerations may necessitate price adjustments. Therefore, the price specified at the time of purchase is the prevailing price, and any subsequent modifications will not affect orders that have already been placed.
5. REFUND AND CANCELLATION POLICY
   1. Order Cancellation: Orders may be canceled up until the sample(s) is shipped, with a full refund of charges.  Once a sample is shipped, an order cannot be canceled. 
   2. Discretionary Refusal: WBL retains the discretion to decline refund requests or cancellation requests for certain services. While we strive to maintain fair and equitable practices, there may be circumstances or services for which refunds or cancellations are not viable or are subject to specific limitations. 
   3. Refund of Shipping and Handling: Once a sample is shipped, shipping and handling fees are not refundable.
   4. Variation of Policies: It is important to recognize that the specifics of our refund and cancellation policies may differ depending on the nature of the individual Services offered on our research portal. We tailor our policies to align with the unique characteristics of each Service, acknowledging that not all Services are identical. 
6. DELIVERY
   1. Receipt of Samples: WBL personnel inspect all samples upon delivery in order to: 
      1. Confirm the sample is physically intact;
      2. Confirm the sample is registered in LIMS;
      3. Confirm samples are properly labeled; and
      4. Enter any requisite documentation into LIMS;
   2. Damage in transit: WBL is not liable for sample damage in transit, the cost of the sample, or the replacement of sample.
      1. It is the Customers responsibility to resolve in-transit damage claims with the carrier.
      2. Customers will be refunded sample processing charges that are not performed, minus the shipping and handling charges of the damaged sample.
         Insurance: WBL is not responsible for insuring sample shipments and packages 
   3. Customers may elect to insure their sample package, at their own expense.
7. PROCESSING
   1. Quality Control: Upon confirmation of sample delivery status, all samples will be processed through our quality control (QC) protocol, to verify the sample meets our minimum quality and concentration criteria for analysis, and in order to yield meaningful and reliable data.  Sample processing will proceed based on the following QC results: 
      1. Pass: Sample processing will continue; or
      2. Fail: Sample processing will be stopped. Customers will be charged for the QC fee associated with any failed sample.  We will notify the customer of a failed QC sample and the customer may elect one of the following resolution options in writing.
      3. Continue processing the failed QC samples 
         1. WBL is not responsible for poor or inaccurate data as a result of processing the failed QC sample
         2. Customers will be charged the full processing fee
         3. Cancel the failed QC sample
            1. Customer will be refunded the processing fee, minus the sample shipping and handling
            2. Replace the failed QC sample
            3. Customers will be charged for the additional shipping costs for the new sample. 
            4. Upon receipt, replacement samples will also be processed through our QC protocol.
   2. Reasonable Fulfillment Efforts: WBL is will make reasonable and diligent efforts to fulfill the services in accordance with the terms and timeline specified in the Service descriptions. 
   3. Communication of Delays or Issues: We will promptly notify you of any unforeseen delays or issues that may affect the timely delivery or quality of Services.
   4. Force Majeure and Events Beyond Control: Customer acknowledges that WBL will not be held responsible for delays or failures in Service delivery caused by events beyond our control. Such events, commonly referred to as "force majeure," may include, but are not limited to, natural disasters, acts of terrorism, civil unrest, government actions, strikes, disease, epidemics or other circumstances that are unforeseeable and beyond our ability to prevent or mitigate. In the presence of such events, we are released from our obligations to deliver services during the period of the force majeure event. In such cases, you will be duly informed about the reasons for the delay or inability to deliver services.
8. DATA AVAILABILITY
   1. Data Access: Upon completion of sample processing and sequencing, all raw data and reports associated with the sample will be available to the customer through the WBL research portal. 
      1. Sample data will be available to download for up to 90 days following the initial day of data availability. 
         1. Data availability calculations are based on each sample completion date
      2. The customer is responsible for downloading sample data to their own device or data storage, prior to the 90-day period expiration.
      3. The customer will be notified at least one week prior to the end of the 90-day period that sample data will be moved to long term storage.
      4. After 90 days, WBL reserves the right to move customer data to "long term" storage where it can only be accessed upon direct request to WBL, with a nominal service fee. 
9. SAMPLE DATA AND REPORTING
   1. Raw Sample Data: At the completion of sample processing, WBL’s only obligation is to provide raw sample data and reports associated with the sample to the customer. 
   2. Analysis Disclaimer: WBL specifically declines any responsibility or liability to consult, interpret or analyze raw data for the customer.
   3. 3rd Party Analysis: WBL is not responsible or liable for any downstream analysis or clinical reporting associated with the raw sample data provided to our customers. 
      1. Downstream analysis refers to any data manipulation, in any manner beyond the original raw sample data provided by WBL
10. WARRANTIES
    1. Performance Warranty: The service provider represents and warrants that it will perform the Services consistent with industry standards and in accordance with the specifications and requirements outlined on the applicable product page.
    2. Quality Assurance: The service provider further warrants that all Services provided under this Agreement shall meet generally accepted industry standards and best practices. The service provider shall take necessary steps to ensure the quality, accuracy, and reliability of the Services delivered.
    3. Compliance with Laws and Regulations: The service provider shall comply with all known applicable federal, state, and local laws, regulations, and industry standards that pertain to the Services provided under this Agreement. The service provider shall ensure that its performance under this Agreement does not violate any applicable laws, rules, or regulations known to the service provider.
    4. No Infringement: The service provider represents and warrants that the Services it provides, including any intellectual property or technology used, do not knowingly infringe upon the intellectual property rights or any other rights of any third party. Service provider shall promptly notify Customer of any claim of infringement or potential infringement and take necessary actions to resolve such claims.
    5. Cleared Personnel: The service provider shall ensure that all personnel assigned to perform Services under this Agreement possess the necessary qualifications, certifications, and clearances required to perform their duties effectively and in compliance with any applicable laws or regulations.
    6. Timely Completion: The service provider represents and warrants that it will complete the services within a timely manner, unless unforeseen circumstances or events beyond Service Provider’s control prevent the timely completion.
    7. Remedies: In the event that any service provided under this Agreement does not conform to the warranties specified in this section, the service provider shall promptly take corrective action to remedy the non-conformance at no additional cost to Customer.  The sole remedy for any and all non-conformance, that is not be corrected, will be a refund of the amount paid for the non-conforming service.
    8. No Other Warranties: Except as expressly provided in this Agreement, the service provider disclaims all other warranties, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
11. PRIVACY AND DATA SECURITY
    1. Collection and Processing of Personal Information: The service provider has a defined Privacy Policy (see Addendum A) that governs the collection and processing of personal information. This Privacy Policy outlines the types of information we collect, the purposes for which we collect it, and the measures we employ to safeguard this data. By using our services, you explicitly consent to the collection and processing of your personal information in accordance with this Privacy Policy. This policy is designed to ensure that your personal information is handled with care, in compliance with relevant data protection laws, and in a manner consistent with your expectations of privacy.
    2. Consent to Electronic Communication: When you use the portal, chat with us or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically and agree that we may communicate with you by chat, email, or by posting a notice on the Portal. You agree that we may treat specific actions by you, such as checking boxes to receive email updates, sending us an email directly or through the wasatchbiolabs.com.com site, providing an email address in a chat conversation, or leaving a telephone message with an email address for customer service to respond to a query about your account, as a request that we communicate personal information with you by unencrypted email. You acknowledge and agree that unencrypted email sent over the Internet is not secure and may be read by others, and you agree that when you request that we send you email you are authorizing us to transmit and disclose your information (including your personal or sample information) from time to time in an unencrypted manner. You further acknowledge that emails sent with this information are not stored in a secure manner. 
    3. User Responsibilities for Confidentiality: It is your responsibility, as the user of our research portal, to maintain the confidentiality and security of your account and login information. This includes, but is not limited to, your username, password, and any other credentials that enable access to your account. Safeguarding this information is essential to prevent unauthorized access to your account and to protect the privacy of your data. You should refrain from sharing this information with third parties and promptly notify us if you suspect any unauthorized access or breach of your account's security.
12. INTELLECTUAL PROPERTY
    1. Scope of Intellectual Property Protection: All content and materials featured on our research portal, encompassing but not limited to text, images, logos, graphics, audiovisual elements, software, and any other form of creative work, are protected by copyright and various other intellectual property rights. This protection is afforded by copyright laws and international treaties and is in place to preserve the exclusive rights and interests of WBL.
    2. Restrictions on Use: You are explicitly prohibited from using, reproducing, or distributing any of the content and materials presented on our research portal without obtaining our prior written consent. This means that any copying, replication, distribution, public display, or creation of derivative works based on our content is prohibited unless you have secured express permission from WBL. 
13. LIMITATION OF LIABILITY
    1. Disclaimer of Liability: To the fullest extent permitted by the law, we disclaim any and all liability for both direct and indirect damages that may result from using our services.
14. GOVERNING LAW
    1. Governing Law and Venue: These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Utah, United States, without regard to its conflict of laws principles. Any disputes, claims, or legal actions arising out of or relating to this Agreement, its interpretation, performance, breach, or termination shall be subject to the exclusive jurisdiction of the state and federal courts located within the state of Utah. Both Parties consent to the personal jurisdiction and venue of these courts for the purpose of resolving any such disputes.
    2. Applicability of Laws: The Parties expressly acknowledge and agree that the Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
    3. Choice of Law for All Disputes: Regardless of the location of any service delivery, the Parties hereby agree that Utah law shall govern the interpretation and enforcement of this Agreement for all purposes.
    4. Limitation on Lawsuits: In the event of any dispute or claim arising under this Agreement, both Parties agree to make good faith efforts to resolve the matter amicably through negotiation and non-binding mediation before pursuing any legal action. Such efforts shall not, however, affect or limit the Parties' right to seek judicial intervention where deemed necessary.
    5. Language: This Agreement has been drafted and executed in the English language, which shall be the controlling language for all purposes.
15. MODIFICATION
    1. Reserving the Right: The service provider explicitly reserves the right to modify these terms and conditions. This means that, at its discretion and in accordance with applicable laws, regulations, or business considerations, the service provider may initiate changes to the terms and conditions that govern the use of the research portal. 
    2. Effective Date: Any modifications to the terms and conditions become effective immediately upon their posting on the research portal. The service provider will typically provide notice of these changes by updating the terms and conditions page on the portal. It is your responsibility, as a user, to regularly review the terms and conditions to stay informed about any alterations or updates.
16. CONTACT INFORMATION
    1. If you have any questions or concerns regarding these terms and conditions, please contact us at support@wasatchbiolabs.com.
17. ACCEPTANCE
    1. By accessing our research portal, you acknowledge that you have read, understood, and agreed to these terms and conditions.
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Addendum A: Privacy Policy
This Privacy Policy is part of the terms and conditions governing the use of the WBL research portal. It outlines how we collect, use, store, and protect your personal information and data. By using our services, you expressly agree to the terms outlined in this Privacy Policy.

1. Collection of Personal Information: We may collect various types of personal information, including but not limited to your name, contact information, payment details, and other data necessary for the provision of our services. This information may be collected through the use of our research portal, communication with us, or other means.
2. Use of Personal Information: Your personal information may be used for the following purposes:
   1. To provide the services you have requested.
   2. To process payments and fulfill orders.
   3. To communicate with you regarding your account or services.
   4. To send promotional or informational materials if you have opted to receive them.
   5. To improve our services, user experience, and customer support.
3. Protection of Personal Information: We are committed to maintaining the security and confidentiality of your personal information. We employ reasonable measures to safeguard your data from unauthorized access, disclosure, alteration, or destruction.
4. Disclosure of Personal Information: We do not disclose your personal information to third parties except under the following circumstances:
   1. When necessary to fulfill the services you have requested.
   2. When required by law or legal process.
   3. When you provide explicit consent for disclosure.
5. Cookies and Tracking Technologies: We may use cookies and similar tracking technologies to enhance your experience on our research portal. You can manage cookie preferences through your web browser settings.
6. Third-Party Links: Our research portal may contain links to third-party websites or services. We are not responsible for the privacy practices of these third parties, and we encourage you to review their privacy policies.
7. Access and Updates: You have the right to access and update your personal information in our records. If you wish to do so or have concerns about the accuracy of your data, please contact us using the provided contact information.
8. Changes to this Privacy Policy: We reserve the right to modify this Privacy Policy to reflect changes in our data practices or legal requirements. Any updates will be posted on our research portal.
9. Contact Us: If you have any questions, concerns, or requests regarding your personal information or this Privacy Policy, please contact us at: support@wasatchbiolabs.com.By using our research portal, you acknowledge that you have read, understood, and agreed to the terms of this Privacy Policy, as well as the associated terms and conditions. Your privacy is important to us, and we are committed to maintaining the security and confidentiality of your personal information.

APPENDIX B: SERVICE LEVEL AGREEMENT (SLA)
This Service Level Agreement (SLA) serves to establish specific performance expectations, standards, and commitments related to customer access of internet-based services as defined in the Terms of Conditions of the WBL research portal. The Service Provider contracts with Amazon Web Services (AWS) and incorporates the AWS RDS Service Level Agreement (SLA), the AWS Customer Agreement, and the AWS Service Terms (“AWS Agreements”) that establishes the level of service quality and reliability that AWS customers (the Service Provider) can expect when utilizing AWS's cloud infrastructure and services. 
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1. AWS SERVICE LEVEL AGREEMENT
   1. Incorporation by Reference: The services provided by the Service Provider through Amazon Web Services (AWS) to Customer, are governed by the AWS Agreements. All of these AWS Agreements, as may be applicable, and, as maintained by AWS, are incorporated into this Master Service Agreement ("MSA") by reference.
2. AWS SLA Compliance: Customer, by engaging the Service Provider for the services outlined in the Terms and Conditions, acknowledges, and agrees with the terms and conditions outlined in the AWS Agreements, including but not limited to service commitments, service levels, and remedies as provided by AWS. Customer agrees to hold the Service Provider harmless for damages, delays, or any other issues caused by AWS.
3. Amendments: Any updates or amendments made by AWS to the AWS SLA shall automatically apply to the services provided by the WBL research portal.