Sampling Human Platform

Terms and Conditions

v1.1

Please read these Terms and Conditions (“Terms”) carefully before accessing, using and/or purchasing a subscription to, or products or services offered as part of (collectively, “Purchasing”) the Platform (defined below).

By accessing, using and/or Purchasing the Platform, you, the person accessing, using and/or Purchasing the Platform, or the organization or entity that has authorized you to access, use and/or Purchase the Platform for its benefit (in either case “you”, “your”, or “Customer”) wish to access, use and/or Purchase the Platform in accordance with these Terms, and Sampling Human, Inc. (“Sampling Human”, “we”, and “us”) is willing to make the Platform available to you for lawful purposes, subject to these Terms.  

  • For purposes of these Terms:
  • the “Platform” means, collectively, (i) the Sequencing Platform, (ii) the Cloud Service, (iii) the SamplingOneTM Kit (“Kit”), (iv) the technical or professional services performed by Sampling Human as described in an applicable Order (the “Technical Services”), and (v) any services, applications, software, features, content, websites, and/or linked pages, offered from time to time by Sampling Human in connection with any of (i) through (v), and any other product or service that links to these Terms;
  • “Sequencing Platform” means Sampling Human’s platform application (including all related software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and the content therein (other than Customer Data as defined below) as made available to you pursuant to an Order, and as may be updated and modified by Sampling Human from time to time, which may include third-party components and data, and any standard user guide, manual or other explanatory materials regarding the Sequencing Platform as provided by Sampling Human to Customer from time to time, including as modified or updated by Sampling Human from time to time (the “Documentation”); and
  • “Cloud Service” means the cloud-based platform through which Platform users can upload their sequences for analysis by Sampling Human, including the content of the platform (other than user sequences), and all related technologies, applications, and services, including without limitation algorithms and machine learning capabilities.
  • When you place an order for a subscription to the Platform or for the purchase of any other products or services from us (each an “Order”), or you access and use the Platform, you accept and agree to be bound by these Terms. If you do not agree to these Terms in their entirety, do not access and use the Platform or any component thereof.  
  • Each time you access and use the Platform, you signify that you have read and understand, and agree to be bound by, these Terms. You represent and warrant that you are an individual of at least eighteen (18) years of age, and that you have the authority to enter into these Terms.  
  • If you are entering into these Terms on behalf of an organization (such as your employer), you represent and warrant that you are authorized to bind that organization to these Terms, in which case “you,” “your,” or “Customer” will refer to that organization (otherwise, such terms refer to you as an individual). If you do not have authority to bind your organization or do not agree with any provision of these Terms, you must not enter into these Terms.
  1. Contract Terms. These Terms, together with the Order, comprise the entire contract between you and Sampling Human (“Agreement”), and supersede all other representations and understandings between the parties, whether written or oral, with respect to the access, use, purchase and supply of the Platform. By submitting an Order, or by accessing and/or using the Platform, you accept and are bound by these Terms, including your commitment to use the Platform in accordance with these Terms. In the event of a conflict among documents, these Terms take precedence over an Order, and an agreement signed by both parties takes precedence over an Order and these Terms.
  2. Price and Payment.
  1. Pricing. Platform pricing is as set forth in a written quotation that we provide to you (“Quotation”). Pricing in our Quotation is valid for 30 days unless stated otherwise therein (and thereafter may be changed at any time without notice), but such pricing is subject to adjustment based on changes to specifications, quantities, raw materials, cost of production, shipment arrangements or other items that are not part of the original Quotation. If no price has been quoted to you by us in writing, the price is the applicable list price in effect in the jurisdiction in which you are located at the time we accept your Order. Prices do not include taxes (including VAT), duties, levies or other government fees that may apply to your Order. If they apply, it is your responsibility to pay them. If we pay them, we will add them to your invoice. If you claim any exemption, you must provide a valid, signed certificate or letter of exemption for each applicable jurisdiction no later than sending your first Order. You are responsible for standard delivery and handling charges.
  2. Payment Schedule. You will pay our invoices within 30 days of receipt. You will pay all invoices without withholding, discount, setoff or reduction. Each Order is a separate transaction, and you may not offset payments from one Order against another. We reserve the right to require you to make full or partial payment in advance, or other security to our satisfaction, if we believe in good faith that your financial condition does not justify the payments terms otherwise specified. You will make all payments in U.S. Dollars, and payments are not refundable.
  3. Late Payments. If you are late in making payment to us, we may, without limiting our other rights: (i) until such payments are made, suspend access and use of, or performance of, the Platform, as applicable, and/or deliveries of Results or terminate your Orders; (ii) reject your Orders; and/or (iii) charge you a late-payment fee, from the due date until paid, at the rate of 1.5% per month, or, if less, the maximum amount allowed by law, which you must pay upon our demand. If we appoint a collection agency and/or an attorney to recover unpaid amounts, you will pay our costs of collection, including reasonable attorneys’ fees. You acknowledge that Sampling Human has no obligation to retain Customer Data or Results, and that Customer Data and Results may be irretrievably deleted if your account is delinquent for thirty (30) days or longer.
  1. Customer Data; Samples.
  1. Customer Data. As between the parties, Customer has and shall retain sole and exclusive title and ownership of all Customer Data. Customer grants to Sampling Human a limited and nonexclusive license to use, copy, modify, distribute and display the Customer Data for purposes of providing the Platform and performing obligations in accordance with this Agreement. Customer Data constitutes the Customer’s Confidential Information (defined in Section 9.1). For purposes of these Terms, “Customer Data” means (i) all information and data input by Authorized Users into the Platform, (ii) all output from the Platform that is delivered to Authorized Users, (iii) all results generated by Sampling Human in provision of the Platform that are delivered to Customer (“Results”), and (iv) all derivatives and modifications of any of the foregoing.
  2. License to Customer Data. Customer hereby grants Sampling Human a nonexclusive, fully-paid up, worldwide right and license to Sampling Human to collect, compile, integrate, store, aggregate, analyze, create derivative works of, and otherwise use and process Customer Data in accordance with Applicable Law (i) to improve the performance, features, and capabilities of the Platform, (ii) to respond to governmental authorities and requests, (iii) to comply with a legal requirement, law, subpoena, judicial proceeding, court order, or legal process, and (iv) for its internal business purposes. Sampling Human may use, share and disclose Customer Data for any other purpose permitted by Applicable Law, including for the identification of trends, the formulation of statistics, for marketing purposes, and for commercialization purposes, provided that in connection with such use or disclosure, (a) such data and information are aggregated (to the extent required by applicable law) and do not identify individuals or Customer, and (b) such data and information shall not be identified as originating from Customer. Sampling Human may also use Customer Data to generate, use and improve the Platform’s AI Model.
  3. Samples. Customer shall, at its own cost and expense, deliver the biological material for use by Sampling Human in Technical Services (the “Customer Samples”) to Sampling Human in the quantities and quality and according to the schedule, each as specified in the applicable Order or other written communications between the parties. As between the parties, Customer is the sole and exclusive owner of Customer Samples, and no right, title, license or interest in or to Customer Samples is granted to Sampling Human other than the limited right to process Customer Samples in performance of Technical Services. Sampling Human will not transfer Customer Samples to any third party other than Sampling Human’s subcontractors who are obligated to maintain the confidentiality of Customer Samples. Sampling Human will have no liability whatsoever with respect to damage or loss of Customer Samples unless such damage or loss is caused by its gross negligence or willful misconduct.
  4. Sample Requirements. Customer Samples must meet specifications and requirements communicated by Sampling Human to Customer, and Customer acknowledge that if any Customer Sample does not meet such specifications and requirements or is otherwise insufficient for purposes of the Technical Services under standard conditions (e.g. the Customer Sample has impurities, contaminations, deterioration, decomposition, etc.), then Sampling Human is not obligated to perform the Technical Services and is not liable or responsible to Customer for any resulting failure or delay in performing Technical Services. Sampling Human will use commercially reasonable efforts to inform Customer after becoming aware of any problems with Customer Samples.
  5. Customer Warranties. Customer warrants and represents that Customer Samples are free of any hazardous or harmful substances, including pathogens. Customer will provide Sampling Human with relevant occupational safety information concurrently with delivery of Customer Samples. Customer represents and warrants that all Customer Samples were procured in compliance with Applicable Laws, including those relating to export, ethics, and the environment, and that Customer’s delivery of Customer Samples to Sampling Human complies with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgements, decisions, or other requirements of any governmental authority in any jurisdiction in any territory that has jurisdiction over the parties (“Applicable Laws”), and that Customer has all rights, authorizations, approvals, licenses, permissions and consents necessary to allow Sampling Human to process Customer Samples in performance of the Technical Services.
  6. Storage. Any remaining Customer Samples shall either be returned to Customer upon request or discarded after three (3) months from completion or termination of the Technical Services in accordance with Sampling Human’s standard operating procedures.
  7. Security. Sampling Human shall implement and maintain commercially reasonable technical, physical, and administrative safeguards to protect the security and confidentiality of Customer Data and Customer Samples.
  1. Delivery. Unless otherwise described in an Order, we ship Kits and other physical components of the Platform, as applicable, to the destination you specify in the Order, FCA (INCOTERMS 2020) our shipping point, with our selected freight carrier. Shipping dates are approximate only, and we are not liable for any loss or damage resulting from delays in shipping or delivery. If we delay shipment for a cause beyond our reasonable control, we may terminate the affected Order or reschedule the shipment within a reasonable period of time.
  2. Changes to Platform. Sampling Human may make changes, upgrades and improvements to the Platform available to Customer from time to time. Sampling Human may modify or delete any features of the Platform. Sampling Human may, at any time, modify the Platform, or substitute old features with new features that have similar or improved functionality, as may be necessary to meet Applicable Laws or industry-standard requirements or demands or requirements of third party service providers.
  3. Access. Subject to Customer’s compliance with these Terms, including its payment of any fees, costs and expenses payable by Customer as set forth in an Order, Sampling Human hereby grants to Customer a nonexclusive, limited, non-transferable right to access and use the Cloud Services and the Sequencing Platform, in object code form, via Sampling Human’s hosted web site, solely (i) for Customer’s own internal business purposes, and (ii) for use by Authorized Users, and no other users, in support of Customer’s internal business purposes, (iii) during the term of the applicable Order (the “Services Term”), and (iv) in accordance with all Applicable Laws. For purposes of these Terms, “Authorized User” means each employee, representative or agent of Customer (i) authorized by Customer to access and/or use the Platform for Customer’s internal business purposes in accordance with this Agreement; and (ii) as applicable, to whom a password-protected account for use of the Platform has been created by or on behalf of Customer. Sampling Human hereby grants to Customer a nonexclusive, limited, non-transferable right to use and copy the Documentation in support of the foregoing right. As between the parties, Customer is responsible for obtaining and maintaining all computer hardware, software, communications and office equipment needed to access and use the Platform, at its own cost and expense.
  4. Use Restrictions.
  1. Research Use Only. Customer shall not use, or allow others to use, the Platform in any manner other than as expressly allowed in this Agreement. YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS INTENDED AND MAY BE USED FOR RESEARCH USE ONLY (RUO) AND NOT FOR DIAGNOSTIC, CLINICAL, IN VITRO, EX VIVO OR IN VIVO OR THERAPEUTIC USES, OR FOR CONSUMPTION BY OR APPLICATION TO HUMANS OR ANIMALS. YOU MAY NOT USE THE PLATFORM FOR COMMERCIAL APPLICATIONS. Customer acknowledges that the Platform has not been approved, cleared, or licensed by the United States Food and Drug Administration or any other regulatory entity or agency, whether foreign or domestic, for any specific intended use, whether research, clinical, commercial, diagnostic, or otherwise, and Customer assumes all risks in using the Platform and its results.
  2. Compliance. You must use the Platform in accordance with our instructions and label licenses, as applicable, in each case as provided by us in writing. You are solely responsible for making sure that the way you use the Platform complies with Applicable Law. To the extent applicable, you must obtain all necessary approvals and permissions needed to use the Platform. It is solely your responsibility to make sure the Platform is suitable for your particular use, and you acknowledge that the Platform (in whole or in part) has not been approved, cleared, or licensed by the United States Food and Drug Administration or any other regulatory entity, whether foreign or domestic, for any specific intended use, whether research, commercial, diagnostic, or otherwise.
  3. Restricted Uses. You may not (i) use the Platform (in whole or in part) for Commercial Applications (defined below) or for any illegal purpose, (ii) disassemble, decompile, reverse engineer, re-engineer, reverse compile, or reverse assemble the Platform or its components or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the Platform (as applicable) or its structural framework, or make any modifications to the Platform or any component thereof or create any derivative works thereof, (iii) separate, extract, or isolate components of the Platform or any component thereof or engage in other unauthorized analysis of the Platform or any component thereof, (iv) take any action to determine any characteristic and/or composition or structure of the Platform or any component thereof (including but not limited to any Kit), (v) access or use the Platform to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or interfaces, or (c) copy any ideas, functions, features or interfaces of the Platform, (vi) alter, obscure or remove any identification of ownership, other Sampling Human marking from the Platform (including but not limited to on any Kit), or other marking on any component thereof; (vii) resell, transfer, or distribute the Platform or any component thereof; (viii) use the Platform for any time sharing, leasing or service bureau purposes or permit use by anyone other than your employees and/or agents, (ix) propagate or otherwise create variations of the Platform components or the gene networks stably transfected within the Kits, (x) sublicense, subcontract, translate, license or grant any rights in or to the Platform (including without limitation allowing any distribution or sublicense of the Platform or other access to the Platform by any person or entity that is not an Authorized User, or processing Customer Data (as defined below) using the Platform on behalf of third parties or affiliated entities); (xi) use any robot, spider, site search or retrieval mechanism or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform (as applicable); (xii) harvest or collect information about or from other users of the Platform; (xiii) as applicable, probe, scan or test the vulnerability of the Platform, or breach the security or authentication measures on the Platform, or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform; (xiv) attempt to gain unauthorized access to the Platform (as applicable) or its related systems or networks and/or (xv) aid or permit others to do any of the foregoing. Customer shall (a) take all reasonable precautions to prevent unauthorized or improper use of the Platform, (b) not interfere with or disrupt the integrity or performance of Platform, and (c) as applicable, not create Internet “links” to the Platform or “frame” or “mirror” any content therein. “Commercial Applications” mean any and all uses of the Platform, including any components thereof (and components include reagents), in exchange for monetary or other consideration, including but not limited to, manufacturing, providing a service, information or data, and selling or distributing a service or product for any use.
  1. Security. As applicable, Customer shall ensure the security of its account ID, password, and connectivity with the Platform. If any administrative account ID or password is stolen or otherwise compromised, Customer shall immediately change the password and inform Sampling Human of the compromise. Sampling Human is not responsible for loss of any data in transmission or improper transmission by Customer or its users. If Customer permits Sampling Human to connect directly to Customer’s or Customer’s service provider’s networks or infrastructure, Sampling Human disclaims any and all liability and responsibility for any adverse effect or harm to such networks or infrastructure caused by such connection or transmission of data, and Customer hereby waives any claims against Sampling Human for any such adverse effect or harm, unless caused by Sampling Human’s gross negligence or willful misconduct.
  2. Confidentiality.  
  1. Definition. “Confidential Information” means all information disclosed or provided by or on behalf of one party (“Discloser”) to the other party (“Recipient”) pursuant to or in connection with this Agreement, whether communicated in writing, electronically or orally, or by any other method. Notwithstanding the foregoing, Confidential Information shall not include information that Recipient can demonstrate through sufficient written records: (i) is, as of the date of disclosure, known to Recipient without obligation of confidentiality to Discloser; (ii) is, as of the date of disclosure, in the public domain or subsequently enters the public domain other than through the fault of Recipient or Recipient’s representatives; or (iii) is obtained by Recipient from a third party having a lawful right to make such disclosure free from any obligation of confidentiality to Discloser. Orders, Platform documentation, Quotations, and Feedback (defined below) constitute Sampling Human’s Confidential Information. Recipient will hold Confidential Information in confidence and will not disclose it to any third party, and will not use such Confidential Information except to use the Platform or perform this Agreement. A disclosure of Confidential Information shall not be a violation of this provision if it is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the Recipient provides prompt notice of any such subpoena, order, etc. to the Discloser so that Discloser will have the opportunity to obtain a protective order.
  2. Obligations. Both parties shall maintain as confidential and shall not disclose (except for those employees, attorneys, accountants and other advisors, agents or authorized users of the recipient and its affiliates on a need-to-know basis and who have in turn been advised of, and bound by, the confidentiality obligation hereunder), copy, or use for purposes other than in connection with use of the Platform as authorized hereunder, the Discloser’s Confidential Information. Each party agrees to protect the other party’s Confidential Information with the same degree of care a prudent person would exercise to protect its own confidential information and to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof. Each party shall be liable under this Agreement to the other for any use or disclosure in violation of this Agreement by its employees, attorneys, accountants, or other advisors, agents or authorized users.
  1. Feedback; Technical Data. If you or any Authorized Users provide any feedback, suggestion, or recommendation of any kind regarding the Platform or any other Sampling Human products or services (“Feedback”), you hereby grant to Sampling Human and its affiliates a nonexclusive, worldwide, royalty-free, fully paid up, perpetual, sublicensable, transferable and irrevocable right and license to use, modify, prepare derivative works of, publish, distribute, and disclose, for any and all purposes, including to develop and make products and provide services, any and all Feedback and you irrevocably waive, and cause to be waived, against Sampling Human or its other users any claims and assertions of any moral rights contained thereto. Feedback is neither confidential nor proprietary to Customer. Sampling Human may monitor any and all use of the Platform by Customer and its users. Sampling Human may gather Customer system and usage data (“Technical Data”) for the purpose of optimizing the Platform. Sampling Human may also use Technical Data to generate, use and improve the Platform’s AI Model. For purposes of this Agreement, “AI Model” means all learnings, trained algorithms, trained models, optimizations, predictions, patterns and other output generated by employing artificial intelligence techniques (including machine learning), to the extent the foregoing are generated in connection with the provision of any element, feature or function of the Platform, to, or use of the Platform by or on behalf of, Customer and Authorized Users, including all encodings and derivatives thereof.
  2. Warranty and Disclaimers.
  1. Product Warranty; Kit Warranty.
  1. We warrant that every component of a Kit delivered to you under an Order will, from delivery under Section 4 until the expiration date identified on the Kit package (“Kit Warranty Period”), substantially conform to the written specifications for such component accompanying delivery of such Kit (“Kit Warranty”).  
  2. Kit Warranties do not cover, and we have no responsibility, liability or obligation with respect to: (a) normal wear and tear; (b) accident, disaster or event of force majeure; (c) your fault or negligence or use of the Kit other than as expressly permitted herein, or use in contravention of its documentation; (d) causes external to the Kits such as, but not limited to, power failure or electrical power surges; (e) maintenance, storage, or handling in an improper, inadequate, or unapproved manner by you or any third party (including the carrier), such as, but not limited to, failure to follow our instructions or operating guidelines, or protocols, operation outside of stated environmental or use specifications, or operation or contact with unapproved software, materials, chemicals or other products; or (f)  Kits customized in accordance with specifications you gave us.
  3. To make a Kit Warranty claim, you must notify our customer support team at support@samplinghuman.com during the Kit Warranty Period, and follow our instructions with respect to the defective Kit. For Kits that we reasonably determine, using analytical methods specified by us, do not meet the Kit Warranty, we will, at our option and sole discretion, either repair or replace such Kits, or credit the price you paid for such Kits against future Orders. If we determine that Kits for which you requested Kit Warranty services are not covered by the Kit Warranty, you will pay all costs of investigating and responding to such request at our then prevailing time and materials rates.
  4. Subject to Section 11.1.3, Sampling Human warrants to Customer that, when used in accordance with the Documentation, the Platform will comply in all material respects with the Documentation during the Services Term (“Product Warranty” and together with the Kit Warranty, the “Warranty”). Sampling Human’s sole obligation under the Product Warranty, and Customer’s sole and exclusive remedy for any breach of the Product Warranty, shall be for Sampling Human to use commercially reasonable efforts to promptly correct any nonconformity. The Warranties extend to only the original purchaser. The remedies identified in this Section 11.1 are your sole and exclusive remedies, and our only liabilities, under the Warranty.
  1. Disclaimer. Except for the Warranty, THE PLATFORM, INCLUDING BUT NOT LIMITED TO ALL KITS, REAGENTS, CLOUD SERVICES, SEQUENCING SERVICES, AND THE SEQUENCING PLATFORM, RESULTS, AND ANY OTHER ITEMS, MATERIALS, INFORMATION AND SERVICES MADE AVAILABLE TO YOU IN CONNECTION WITH THIS AGREEMENT ARE ALL PROVIDED “AS IS” AND WITH NO WARRANTIES, AND SAMPLING HUMAN AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PLATFORM, INCLUDING BUT NOT LIMITED TO ALL KITS, REAGENTS, THE SEQUENCING PLATFORM, CLOUD SERVICES, SEQUENCING SERVICES, RESULTS, AND ANY OTHER INFORMATION, ITEMS, MATERIALS AND SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RELATING TO CUSTOM, USAGE OR TRADE. SAMPLING HUMAN DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE AVAILABLE, ERROR-FREE, COMPLETELY SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION, OR THAT THEIR FUNCTIONS WILL MEET ANY PARTICULAR REQUIREMENTS, OR THAT DEFECTS OR ERROR ARE CAPABLE OF CORRECTION OR IMPROVEMENT, OR THAT USE OF THE PLATFORM WILL NOT INFRINGE THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. FURTHER, CLOUD SERVICES AND THE SEQUENCING PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND SAMPLING HUMAN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. Use of the Platform may in some situations result in incorrect or inaccurate output. Customer must evaluate the accuracy of any output of the Platform as appropriate for its use case, including by using human review, and Customer accepts sole responsibility for, and acknowledges that it exercises its own independent judgment in, its selection and use of Platform output and any results obtained therefrom. You acknowledge that you are responsible for your use of the Platform, including reliance upon results from such use, and that you will use professional care and judgment in using the Platform. You agree that you are not using the Platform in reliance upon any representation or warranty other than as set forth in these Terms.
  2. Third Party Data. The Platform may allow access to data, information, or services disseminated by outside data sources and Customer acknowledges that Sampling Human and its suppliers and licensors disclaim responsibility for the use, content, accuracy, timeliness, completeness or availability of such third party data information, or services and make no warranty concerning such information. CUSTOMER USES SUCH THIRD PARTY DATA, INFORMATION, OR SERVICES AT ITS OWN RISK.
  1. Data Processing
  1. No PHI. Customer warrants, represents and covenants that it will not provide any PHI to Sampling Human under this Agreement. For purposes of these Terms, “PHI” means protected health information as that term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2010, and including the Privacy Rule and Security Rule, as may be amended.
  2. Data protections. Customer warrants, represents and covenants that all necessary consents and notices required by applicable data protection laws (including the GDPR) have been obtained and that it has the right to provide data for processing.
  1. Indemnification.
  1. Your Indemnity. You will indemnify, defend with competent and experienced counsel acceptable to us, and hold us and our subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders, agents and employees, harmless from and against any and all damages, liabilities, causes of action, suits, claims, demands, losses, fines, penalties, costs and expenses (including without limitation reasonable attorneys’ fees) suffered or incurred by any of the foregoing entities or individuals arising from or in connection with (a) your negligence, misconduct, violation of applicable laws, breach of this Agreement, or noncompliance with Platform documentation; and (b) the reliance by any person or entity on any evaluation, analytic results or other data derived from the Platform. You are responsible for the actions of your employees, agents and representatives for purposes of this Section 13.1.
  2. Sampling Human Indemnification. Sampling Human, at its own expense, shall: (i) defend, or at its option settle, any claim, suit or proceeding brought by a third party against the Customer to the extent alleging that the Platform (other than Customer Data) infringes an existing United States copyright or trademark; and (ii) pay any final and non-appealable judgment entered or settlement against Customer thereon; provided, however, that Sampling Human shall not be responsible for any compromise or settlement made without its prior consent. If the Platform is or may become the subject of such a claim, Sampling Human may, at its option: (1) modify or replace the affected parts so the Platform become non-infringing or (2) terminate this Agreement and refund Customer for any prepaid and unused fees. Sampling Human shall have no obligation with respect to any infringement claim based upon (a) Customer Data, Customer Samples, or (b) Customer’s or its users’ combination, operation or use of the Platform with other applications, information or services if the infringement claim would have been avoided had such combination, operation or use not occurred. THIS SECTION 13.2 STATES THE ENTIRE LIABILITY OF SAMPLING HUMAN, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT INVOLVING THE PLATFORM.
  3. Process. The indemnified party shall (a) give the indemnifying party prompt notice upon becoming aware the claim; (b) give the indemnifying party the right to solely control and direct the investigation, preparation, defense and settlement of the claim; and (c) fully cooperate with the indemnifying party, at the indemnifying party’s expense, in such defense and settlement. The indemnified party shall have the right, at its cost, to employ counsel of its choice to participate in the defense of such claim.
  1. Ownership.
  1. Reservation of Rights. As between you and Sampling Human, Sampling Human exclusively owns all intellectual property rights relating to, covering, claiming, included and/or embodied in, the Platform, and in any updates, improvements, modifications and enhancements (including error corrections) to any of the foregoing. Our license, sale, loan or lease of the Platform to you grants you only a limited, nontransferable right under our intellectual property only for the specific intended use of the Platform you ordered from us and strictly in accordance with the terms of this Agreement. You will not modify, change, remove, cover or otherwise obscure any trademarks, logos, trade or service marks on the Platform and Sampling Human trade names, trademarks, service marks, titles, and logos, and any goodwill appurtenant thereto, shall be owned exclusively by Sampling Human and shall inure solely to the benefit of Sampling Human. Nothing in this Agreement limits our ability to enforce our intellectual property rights. Except as expressly permitted herein, no license or right, whether express or implied, is granted under any Sampling Human or third party existing or future patent, trademark or other proprietary right in or to the Platform, inclusion the AI Model or Technical Data, and we and our licensors reserve all rights not expressly granted herein. You are solely responsible for determining whether you have all third party intellectual property rights that are necessary for your use of the Platform. You acknowledge that the Platform may constitute, contain or embody our Confidential Information and intellectual property rights, including trade secrets.
  2. Suspension of Platform. Sampling Human may immediately suspend provision of or access to the Sequencing Platform at any time, without notice to Customer and without liability, if Sampling Human suspects or becomes aware that the Sequencing Platform or the use thereof may infringe or violate any third party rights, or may violate Applicable Laws. Sampling Human may suspend Customer’s and its users’ access to and use of the Sequencing Platform in order to comply with Applicable Laws, or upon having reason to believe that any improper activity or potential damage to Sampling Human products or services or other customers is associated with Customer’s or its users’ use of or access to the Sequencing Platform.
  3. U.S. Government End Users. The Sequencing Platform and associated technical data and software documentation qualify as “commercial items,” as that term is defined at 48 C.F.R. 2.101, consisting of “technical data,” “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 CFR 52.227-19, 48 C.F.R.12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, Sampling Human will provide to a government end user only those rights in technical data, computer software, and software documentation that apply to non-governmental end users. Use of technical data, computer software and software documentation constitutes agreement by the government entity that the technical data, computer software and computer software documentation is commercial, and constitutes acceptance of the rights and restrictions herein.
  1. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAMPLING HUMAN AND ITS LICENSORS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF GOODWILL OR LOSS OF REVENUE, THAT YOU OR A THIRD PARTY MIGHT INCUR UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH THE PLATFORM, COMPONENTS THEREOF, OR INFORMATION PROVIDED TO YOU PURSUANT TO THIS AGREEMENT, EVEN IF WE OR THEY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THIS SENTENCE WILL NOT LIMIT DAMAGES CAUSED BY OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. IN ADDITION AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, SAMPLING HUMAN’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, OR ANY SERVICES OR PRODUCTS PROVIDED BY SAMPLING HUMAN HEREUNDER, IS LIMITED TO THE AMOUNTS PAID BY YOU TO SAMPLING HUMAN UNDER THE ORDER UNDER WHICH THE LIABILITY AROSE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH LIABILITY. HOWEVER, THESE PROVISIONS DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED BY LAW.  
  2. Export Restrictions. You acknowledge that the Platform, and any related technology, including technical information we supply you, including those contained in Platform documents (collectively “Items”), is subject to U.S. government export controls. You shall not export or resell any Items without our prior written approval in each instance. The export controls may include, among others, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries. You must comply with the EAR and all other applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item.
  3. Miscellaneous.
  1.  Assignment. You may not delegate any duties nor assign any rights or claims hereunder, and any such attempted delegation or assignment will be void. We may assign, delegate or transfer this Agreement or our rights or obligations hereunder, in each case in our discretion. This Agreement is made and entered into for the sole protection and benefit of the parties hereto, and no other person or entity shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with this Agreement.  
  2.  Governing Law. The Agreement and performance under it will be governed by the laws of California, without reference to choice of law provisions, and all actions brought to enforce or interpret the Agreement and any all disputes hereunder or in connection herewith, including any negotiations relating thereto, shall be heard exclusively in the state and federal courts located in San Francisco, California, which courts have exclusive jurisdiction over all disputes relating hereto. The U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT TO THE MAXIMUM ALLOWED BY APPLICABLE LAW.  
  3.  Independent Contractors. Customer and Sampling Human are independent contractors and nothing in this Agreement will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between the parties. Except as otherwise specifically provided in this Agreement, neither party will have or represent that such party has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party.
  4.  Force Majeure. We will not be responsible or liable for failing to perform our obligations under the Agreement to the extent such failure is caused by, or to the extent we cannot perform due to, circumstances beyond our reasonable control, including without limitation acts of God and nature, embargoes, war, acts of war (whether war be declared or not), terrorism, insurrections, riots, civil commotions, strikes, lockouts, or other labor disturbances, government actions, fire, earthquakes, floods, epidemics, pandemics (whether declared or not), and any actions we take to comply with applicable laws, directives, pronouncements or guidelines issued by a governmental entity relating to pandemics, such as quarantines and sheltering in place. In certain situations, we may use our reasonable judgment and apportion services and products then available for delivery fairly among our customers, or may terminate your Order without liability to you.  
  5.  Waiver. Our failure to exercise any rights under the Agreement is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Agreement 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 Agreement. No person other than you or us will have any rights under the Agreement. This Agreement binds the parties’ successors and permitted assigns. Headings are for convenience only and shall not be used in the interpretation of these Terms.
  6.  Notice. Any notice or communication required or permitted under these Terms must be in writing and will be deemed received when delivered by nationally recognized commercial courier, or 3 business days after being sent by certified mail, postage prepaid, to a party’s specified address. No waiver, consent, modification, amendment or changes to the terms of this Agreement will be binding unless in writing and signed by both parties. Our failure to object to terms contained in any subsequent communication from you is not a waiver or modification of this Agreement.
  7.  Use of Names. Neither party may use the other party’s name, trademark or logo in any marketing, advertising, or publicity efforts, without the other party’s prior written consent in each instance.

Dan Lysak

Daniel Lysak is the deputy head of the Department of Hematology and Oncology at the Charles University Hospital in Pilsen and an Associate Professor at the Faculty of Medicine in Pilsen, Charles University. His unit serves a population of 1.5 million people and is the biggest center for transplant therapy in the Czech Republic. Daniel has over 20 years of GCP experience with more than 8 pharmaceutical or academic clinical trials (phase II-III) in hemato-oncology.

Dr. Lysak’s research activities are focused on areas such as treatment of GVHD with mesenchymal stem cells, NK cell immunotherapy and quantification of minimal residual disease in leukemias. His work is published in close to 100 publications. Daniel is also a member of the examination board for specialization in hematology and transfusion medicine and a board member of the Bioimplantology society and the Czech CLL study group.

Peter Kuhn

Peter Kuhn, PhD, is Founder and Chief Scientific Advisor at Epic Sciences. He is the principal architect of the Epic Sciences platform and has invested his career into the research, development, and the clinical utility of the liquid biopsy. His vision of translating innovation in research to meaningful products for patient care is driving his everyday efforts.

Dr. Kuhn is the Dean’s Professor of Biological Sciences, Professor of Medicine, Aerospace & Mechanical Engineering, and Biomedical Engineering at the University of Southern California. He also serves as the Director of the USC Michelson Convergent Science Institute in Cancer (CSI-Cancer) and the deputy director of the Convergent Science – Virtual Cancer Center. He holds a chair as Honorary Professor of Cancer Science at the University of Manchester in the United Kingdom.

Previously, Dr. Kuhn held faculty appointments at The Scripps Research Institute and at Stanford University. While at Stanford, Dr. Kuhn established the structural genomics research enterprise and focused his research on technology developments in structural biology that were utilized by breakthrough research such as Dr. Roger Kornberg’s (Nobel prize 2006) structure determination of the RNA Polymerase. Dr. Kuhn joined Scripps and advanced technologies that led to the structure determination of the human b2AR GPCR with collaborators including Dr. Brian Kobilka (Nobel prize 2012).

Dr. Kuhn is a physicist who trained initially at the Julius Maximilians Universitat Wurzburg, Germany, before receiving his Masters in Physics at the University of Albany, Albany, NY in 1993 including research with Drs. Michael Radermacher and Joachim Frank (Nobel prize 2017) in electron microscopy and his Ph.D. in 1995 with Dr. Patrick VanRoey in X-ray crystallography. He then moved to Stanford University where he joined the faculties of Medicine and Accelerator Physics as tenure track Assistant Professor. From 2002 to 2014 he established the Physics Oncology program at The Scripps Research in La Jolla, CA as tenured Associate Professor before joining USC in 2014. His research and inventions have resulted in over 300 peer-reviewed publications, which have been cited over twenty-thousand times.

John Cumbers

John is the founder and CEO of SynBioBeta, the leading community of innovators, investors, engineers, and thinkers who share a passion for using synthetic biology to build a better, more sustainable universe. He publishes the weekly SynBioBeta Digest, hosts the SynBioBeta Podcast, and wrote “What’s Your Biostrategy?”, the first book to anticipate how synthetic biology is going to disrupt virtually every industry in the world.

John has also founded BetaSpace, a space settlement innovation network and community of visionaries, technologists, and investors accelerating the industries needed to sustain human life here and off-planet. He has been involved with multiple startups, and is an operating partner and investor at the hard tech investment fund Data Collective, and he is a former bioengineer at NASA. John has earned a PhD in Molecular Biology, Cell Biology, and Biochemistry from Brown University and is originally from the UK.

Pavel Bruzek

Pavel Bruzek Jr. has a background in chemical engineering and business administration, and has been involved with Draslovka since high school. He moved through all relevant positions: production, R&D, sales, investments, strategic development department and then in 2009 he became Technical Director. Now CEO of Draslovka Holding, he is leading the ongoing global expansion.

During his tenure as CEO of Draslovka, Pavel has led acquisitions of Chemours Mining Solutions Business that operates the largest solid sodium cyanide plant in the world in Memphis, Tennessee and Sasol’s sodium cyanide business, as a first major investment into the African continent. He also established the Draslovka Services Group with HQ in Melbourne focusing on trial support, product development on a global scale and has received approval of the ozone – friendly EDN in Australia.

Martin Simonek

Martin Simonek has been active in private equity and venture capital since 2013 through a family office B3 Holding based in Prague, Czech Republic. Prior to that, Martin has held the role of a senior analyst at Bloomberg in London, covering renewable energy markets and production value chain during the booming years of the industry.

Since moving to Prague, Martin has been involved with startups across several industries with a particular focus on biotech. Through B3 Holding Martin monitors about 13 companies within its portfolio at various level of maturity.

At present Martin holds a role of Head of Investor Relations at the largest investment of the family office which deals with specialty chemicals and aims for an IPO. Martin holds a bachelor’s degree from State Univerity of New York in Political Science and Economics and a master’s degree from London School of Economics in Global Politics.

Larry Stambaugh

Larry Stambaugh brings extensive experience in building entrepreneurial and global companies. He has been the CEO, Chairman of the Board or Director of several global public and private companies. During his more than 40-year career Mr. Stambaugh has served as a top executive and his visionary leadership has built successful management teams around his ability to awaken the leader within his associates to have them achieve extraordinary results. His well-developed process has effectively guided the board and management to realistically access their strengths and weakness and direct the organization into new businesses and discontinue underperforming activities and business units.

Mr. Stambaugh has raised over $500 million of capital in private and public financing and he has taken a company public in both the U.S. and Europe. He has completed several large strategic partnerships with Fortune 100 companies.

Mr. Stambaugh has had a penchant for board activities and corporate governance practices for over three decades. He regularly speaks on the best practices and current issues in leadership and in corporate governance. He has received the “Director of the Year” recognition an unprecedented three times for his work in corporate governance leadership and education. He has also founded and led an annual corporate governance meeting that became one of the top meetings in the U.S.

Daniel Georgiev

Cofounder and CEO

Daniel has over 20 years of experience in deep tech organizations. He has led companies in consumer and biotech sectors, and has established research programs and laboratories in systems engineering, synthetic biology, and machine learning.

Daniel works at the interface of genetic engineering and mathematics to make complex biological behavior easier to engineer and measure. Together with his team, he founded the deep tech startup Sampling Human that is deploying Synthetic Biology to make single cell measurement easy. His work is published in top peer-reviewed journals spanning medicine, biotech, nanotech, mathematics, and engineering. He has been the recipient of numerous prestigious awards, including the City prize for his elevation of the regional biotech sector, the NSF graduate research fellowship, and the George E Breece prize for academic excellence.

Prior to launching Sampling Human, Daniel was the CTO at Nanda Home. He received his PhD in Systems and control theory and MS in Applied mathematics from the University of Michigan and completed an NIH postdoctoral fellowship at the University of Washington.