Account Terms and Conditions

Manage Account

These Account Terms and Conditions (this “Agreement”) govern the provision of Services and are entered into by and between you (the “Customer”) and us (“GTCA,” or “Service Provider”), effective on the date the Customer places an order.

1. Services. Service Provider may perform the following types of services: Real-Time PCR, Genotyping, Genetic Analysis, Melt Curve Analysis, Zygosity Testing, and Point Mutation Genotyping, and other services as mutually agreed by the parties (collectively the “Services”).

2. Payment. Payment is expected within 30 days of receiving of an invoice. GTCA will notify customers by e-mail, at the provided address, of any delinquent bills. The customer will have one week to pay the delinquent bill, after which time GTCA may assess a late payment fee in the amount allowed by the State of Maine.

3. Customer Obligations. The full amount on each invoice is due within 30 days upon the date of the invoice. GTCA will not perform testing for any customer who is not in good standing with GTCA. Any samples sent by a Customer, not in good standing will be frozen and retained for one month from receipt. After one month, the samples will be discarded if the Customer is not in good standing. GTCA accepts no responsibility for the return of these samples.

4. Limitation of Liability. There is an inherent risk of error in genotyping and providing other Services. By sending samples to GTCA for testing, you agree that a possibility for error can occur and agree to these limits on GTCA’s liability in the case of an error, which is your sole remedy.

GTCA will refund any funds paid to GTCA for genotyping that was in error.
Any dispute regarding an error event will be settled by an independent testing agency mutually selected by the parties. The Customer will pay the initial fees for such third-party tests. GTCA will reimburse the Customer (up to $3,000 (US)) if GTCA is found to have been in error. If GTCA is found to not be in error, the Customer will pay for such third-party testing. Third-party testing of GTCA samples will only be performed at the request of the customer with a full understanding that they may be responsible for the charges.
It is important to note that disputes can ONLY be resolved by testing the samples that are in GTCA’s hands and that GTCA only guarantees retention of samples for a period of two months after testing has been completed. Therefore, it is essential to notify GTCA of a potential dispute before this 2-month period has expired.
GTCA will pay up to an additional $3000 (US), for further testing necessary to clarify issues that may have arisen in the colony due to an established GTCA error in genotyping. If this testing is not performed by GTCA, GTCA will pay the funds directly to the third party conducting such tests.
GTCA is not liable for any further costs, expenses, time delays, salaries, or other financial repercussions that may arise due to an error in genotyping.

5. Limited Remedies. The limited remedies available to the Customer in Section 4 apply to the provision of Services in their entirety and are expressly not available per mouse or per incident.

6. Exclusion of Certain Damages and Cap on Other Damages. IN NO EVENT WILL GTCA BE LIABLE TO THE CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. ALL OTHER DAMAGES WILL NOT EXCEED THE FEES PAID BY THE CUSTOMER IN THE PREVIOUS THREE MONTHS.

7. Indemnification. Customer shall defend and indemnify GTCA and its affiliates, officers, directors, employees, agents, or vendors against any third party claim, suit, or proceeding arising out of or related to the Customer’s use of the Services.

8. Choice of Law and Forum. This Agreement shall be governed and construed in accordance with the laws of the State of Maine, USA, and applicable federal laws without regard to conflicts of law principles. Customer agrees that any and all proceedings relating to the Services shall be brought and maintained in the courts of the State of Maine or the federal district courts sitting in Maine, in which courts shall have exclusive jurisdiction for such purpose.

9. Assignment. Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of GTCA, which shall not be unreasonably withheld.

10. Confidentiality. From time to time under this Agreement, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 30 days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”). The Receiving Party shall: (1) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (2) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (3) not disclose any such Confidential Information to any person or entity, except to a person associated with the Receiving Party who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

11. Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES EXPRESSED IN THIS AGREEMENT, GTCA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER ACCEPTS THE SERVICES “AS IS”.

12. Force Majeure. The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider.

13. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other party’s primary place of business or to such other address that the receiving party may designate from time to time in writing.

14. Entire Agreement. This Agreement, including and together with any related statements of work, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any order form or other method or ordering the Services, the terms and conditions of this Agreement shall supersede and control.

15. Intellectual Property Ownership. In the course of performing the Services, GTCA may use and/or incorporate into Services, products, materials, tools, and/or methodologies that GTCA owns or has properly licensed from third parties prior to their use in the development of the Deliverables (“GTCA Materials”). As between Customer and GTCA, GTCA Materials shall be the property of GTCA. For any applicable Services that incorporate any GTCA Materials, GTCA grants to Customer a perpetual, worldwide, non-exclusive, sublicensable, transferable, royalty-free, fully paid-up right and license to use, modify, display, perform, reproduce and prepare derivative works based on such GTCA Materials as incorporated into such Services and in connection with the use, operation, modification, enhancement and maintenance of such Services, and the right for Customer to authorize its employees, officers, directors, contractors, and/or agents to do any or all of the foregoing.

16. Term, termination, survival. Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, and subject to Section 4, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach, (b) Becomes insolvent or admits its inability to pay its debts generally as they become due, (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing, (d) Is dissolved or liquidated or takes any corporate action for such purpose, (e) Makes a general assignment for the benefit of creditors, (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Sections 4, 5, 6, and 7 shall survive termination.