Aya Labs - Terms and Conditions

Terms and Conditions

Aya Labs, LLC Standard Terms

Controlling Provisions: These Standard Terms and Conditions (“Terms”) govern the agreed-upon services (the “Project”) that Aya Labs, LLC (“Aya”) will perform on behalf of the client (“Client”), collectively, the “Parties,” and individually a “Party,” and supersede any representations, oral, written, or otherwise communicated, that relate to the Project.
Warranty: Aya warrants it will: conduct all tests and observations using the protocols and laboratory procedures as specified herein (the “Contract Paperwork”); and uphold reasonable industry standards in effect as of the effective date of this proposal. To the extent Client provides Aya with protocols and procedures, or with any materials Aya must use during the Project, Client understands that Aya cannot guarantee results and cannot provide a warranty of any kind. In such event, Client shall hold Aya harmless from all claims, damages, and expenses arising from Client’s direction.
Data: Aya will provide Client with raw data as specified in the Contract Paperwork. Aya will maintain Client raw data for three (3) years, and final reports for five (5) years. Pending Client’s payment in full for the Project, Aya may retain any Client data not already released.
Intellectual Property/Ownership: Aya shall own and retain all rights in any Aya material and methodologies existing prior to the effective date of this proposal, as well as in any that Aya may develop or discover during the execution of this proposal, so long as such discoveries do not incorporate any Client information and materials. Client shall otherwise own all data, reports, findings, inventions, and Client materials related to or resulting from the Project.
Non-competition: Client shall not solicit or recruit Aya personnel for at least twelve (12) months following the completion or termination of all Client Projects within Aya.
Material Delivery and Acceptance: Client shall provide Aya with reasonable written notice prior to the shipment of any Client material(s) to Aya. Aya shall issue any written rejection of Client materials(s) within seventy-two (72) hours of such notice, or acceptance of Client materials(s) may be presumed. Notwithstanding the foregoing, Client shall remain liable for any loss of or damage to Client material(s).
Material Storage and Disposal: Unless otherwise requested by Client, Aya shall dispose of any non-hazardous Client material(s) within 30 days following completion of the Project. In the event Client requests Aya retain Client material(s) longer than thirty (30) days, Aya may charge Client for the costs of storing any such Client material(s). In addition, Aya may return, and Client must accept, any/all highly hazardous, acutely toxic, or radioactive material(s), material containers, and residues, as well as any/all material(s) for which no approved method of disposal exists.
Non-Assignment: A Party hereto may not assign or transfer any rights or obligations existing under these Terms without prior written consent to the other Party.
Time of Completion; Force Majeure: Aya shall use all reasonable efforts to complete the Project within the time limitations specified herein. Aya shall not be responsible for any delay in completing the Project where the delay results from Client, Client’s employee, agents, or contractors’ actions or inactions, or other factors or events beyond Aya’s control, such as government shutdowns, natural disasters, labor strikes, or other such force majeure events.
Compensation:
1. The pricing offered to Client by Aya is predicated upon Client’s acceptance of these Terms. Creditworthiness will be determined based upon factors including an assessment of Client’s payment history, credit reports, and financial stability. If Aya is serving as a subcontractor for Client, Aya may request and receive information about the Prime Client prior to granting credit. If credit is not granted, Client must pay Aya prior to initiation of the Project.
2. Client agrees to pay for the Project. Payment terms for any uncontested invoice items are net 30 days. Client must notify Aya of a dispute in writing within 15 days of the date of the disputed invoice to suspend its payment only of disputed amounts under said invoice pending resolution. Aya may charge Client interest on all unpaid, undisputed balances, beginning 30 days after the invoice date, at a rate not to exceed the maximum rate allowed by law. In the event Client asks Aya to invoice a third party, Client shall remain primarily liable for the payment of any outstanding balance.
3. Failure by Client to pay any outstanding, undisputed invoice within 60 days of Aya’s dated invoice shall constitute a material breach of these Terms, at which time Client acknowledges Aya may, in its sole discretion, suspend its duties and obligations hereunder without liability until Client’s account is made current. Client shall be liable to Aya for any costs incurred by Aya in collecting payment described herein, including reasonable attorneys’ fees.
Risk Allocation and Damages: Client understands the Project involves inherent risk, that Aya is providing Client with services, and that Aya cannot guarantee Project outcomes. Notwithstanding the foregoing, should a court of competent jurisdiction find that Aya materially breached its obligations to Client under these Terms. Client understands the aggregate liability of Aya shall not exceed the actual fees paid to Aya by Client under the Project during the 12 months preceding the claim giving rise to the liability. This limitation shall not apply to losses arising from Aya’s willful misconduct, so long as:
1. Client notifies Aya within thirty (30) days from the date of discovery of the claimed misconduct; or two (2) years from the date of Client’s claimed losses; and
2. Client provides Aya, insofar as possible, an opportunity to cure the losses alleged by Client.
Neither Aya nor Client shall be liable to the other for special, incidental, consequential, or punitive losses, except as allowed in Section 12 herein.
Client Responsibilities: Client shall:
1. Timely provide Aya with complete information about all known, reasonably knowable, and/or later learned information related to the Project, as well as any information Aya may deem necessary for the Project;
2. Enable access by Aya personnel and/or subcontractors to any site where Aya is to perform work, and to all Client personnel who are critical to the success of the Project;
3. Obtain, on behalf of Aya, any license or permission required by any third party for work under the Project;
4. Provide Aya with at least 10 business days’ notice of any known and/or later learned of delays that may reasonably affect the ability of Aya to start, or complete the Project; and
5. Reimburse Aya’s reasonable costs to perform any out-of-scope services, such as compliance audits, responding to subpoenas, etc.
Client shall reimburse Aya for its actual expenses, as well as any lost profits directly attributable to Client’s failure to maintain the Client responsibilities provided for herein.
Indemnification: Each Party shall indemnify and hold the other Party harmless from and against any third-party demands, losses, damages, and expenses caused by its (or its personnel and/or subcontractor’s) negligence or willful misconduct, it’s breach of these Terms, or violation of any applicable law. Client shall fully indemnify Aya from and against all claims by a third party, as well as for all related losses, costs, fees, damages, liabilities, or expenses arising out of or relating to Client Materials infringing or misappropriating any third-party’s intellectual property rights.
1. Insurance: Aya carries business liability insurance with a $1,000,000 limit.
2. Aya will, at Client’s request, submit certificates of insurance showing limits of coverage.
Amendments/Change Orders: Any attempt by a Party to modify, vary, supplement, or clarify any provision of these Terms shall have no effect unless reduced to writing and signed by both Parties (“Project Amendments”). Project Amendments, including to these Terms, may result in changes in Project costs as well as the time of completion.
Confidentiality: Each Party agrees that if, during the performance of the Project, it becomes aware of any confidential or proprietary information of the other, it will not disclose such information except to those employees, or agents who have expressly agreed to maintain confidentiality.
Miscellaneous Provisions:
1. These Terms supersede all prior negotiations and agreements, written or oral, between Aya and Client with respect to the Project and represent the final understanding of the Parties. In no event will other terms, except for those properly added by a valid Project Amendments, be considered part of these Terms.
2. In the absence of a fully executed agreement between the Parties, the Parties acknowledge that delivery of Client materials to Aya will operate as acceptance of these Terms by Client.
3. These Terms shall be construed and interpreted in accordance with the laws of the State of Minnesota, United States of America, and the Parties agree the appropriate venue for any dispute arising out of or relating to the Project shall be the Minnesota courts of general jurisdiction or the United States District Court for the District of Minnesota.
4. Client may publicly refer to the Project generally and the association of Client with Aya as a Client testing laboratory, but shall immediately retract, eliminate, and/or remove all such reference upon Aya’s written request. Unless expressly allowed by Aya, Client shall not use Aya’s name or any of its registered marks.
5. For purposes of these Terms, the Parties may use and rely upon electronic signatures and documents for the execution and delivery of these Terms and any amendments, notices, records, disclosures, or other documents of any type sent or received in accordance with these Terms.
6. For the purposes of the Project Aya is an independent contractor and no employer/employee relationship shall be understood to be in any effect as a result of the Project.
7. These Terms shall be binding upon, and inure to the benefit of, the Parties and their respective successors and assigns.