VIDIUM STANDARD TERMS & CONDITIONS OF RESEARCH TESTING SERVICES
(“Terms and Conditions”)
IMPORTANT – READ CAREFULLY BEFORE CLICKING THE “I ACCEPT” BUTTON BELOW
THE FOLLOWING IS A LEGAL AGREEMENT BETWEEN YOU AND VIDIUM LLC. BY CLICKING THE “I ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THESE TERMS AND CONDITIONS, THEN YOU MAY NOT USE THE RESEARCH SERVICES AND DO NOT CLICK THE “I ACCEPT” BUTTON BELOW.
- SCOPE OF THESE TERMS AND CONDITIONS 1.1 These Terms and Conditions apply to any and all Research Services (as defined in Section 4.7 below) offered or provided by Vidium, LLC (hereafter referred to as “Vidium,” “We,” “Our,” or “Us”) to you (hereafter referred to as “Researcher” “You,” or “Your”). These Terms and Conditions outline Researcher’s rights and explain the rights that Researcher gives to Us by using the Research Services. 1.2 Researcher’s use of the Research Services and Research Results (as defined in Section 4.10 below) are subject to these Terms and Conditions, the Order Form (as defined in Section 4.6 below), and any additional terms that Researcher agrees to (collectively, the “Agreement”). The Agreement includes terms about future changes to the Agreement, limitation of Vidium’s liability, Researcher’s waiver of class action, and, if applicable, resolution of disputes by arbitration instead of in court. 1.3 Please read the Terms and Conditions and all other terms referenced in this document carefully. THESE TERMS AND CONDITIONS CONTAIN TERMINOLOGY THAT IS DEFINED IN THE DEFINITIONS SECTION (SECTION 4) BELOW.
- USE OF THE RESEARCH SERVICES 2.1 Vidium provides the Research Results based on diagnostic information obtained from laboratory tests performed by Vidium on the Samples provided to Vidium. We do not diagnose or treat animals. Researcher represents and covenants that it is not receiving or using the Research Results to diagnose or treat any animal outside of the research setting, but solely for data collection in the conduct of the Research Use Only and that it will use the Research Results solely for the Research Project (as defined in Section 4.7 below). Diagnosis and treatment decisions should be made by a licensed veterinarian, and no decision should be based solely on Vidium’s diagnostic results or general literature. Vidium does not accept human specimens and Researcher agrees not to provide any human specimens to Vidium. 2.2 To use the Research Services and Research Results, Researcher must have the necessary consents and authorizations to submit any and all Samples to Vidium under applicable laws. Researcher also promises that any information submitted to Vidium is true, accurate and complete. 2.3 Researcher agrees to abide by this Agreement, which governs Researcher’s use of the Research Services and Research Results when Researcher submits the first Order Form or Sample to Vidium, whichever occurs first (the “Commencement Date”). 2.4 The individual who submits the Order Form represents that he/she/they is authorized to enter into this Agreement on behalf of Researcher and its organization or institution and to incur and pay the fees due hereunder.
- RIGHT TO CHANGE TERMS AND CONDITIONS Vidium may occasionally make changes to these Terms and Conditions, in whole or in part. Researcher agrees to review and accept the Terms and Conditions in effect each time Researcher submits any Order Form.
- DEFINITIONS 4.1 “Vidium” means Vidium, LLC, an Arizona limited liability company, d/b/a Vidium Animal Health, with a place of business at 7201 E Henkel Way, Suite 210, Scottsdale, AZ 85255 or such other address as noted by Vidium on its Order From. 4.2 “Commencement Date” has the meaning in Section 2.3. 4.3 “Confidential Information” means all information (including but not limited to trade secrets) and materials (including but not limited to data, results, technical, financial, and business information or marketing strategies) disclosed by either party to the other party, and all information derived by the receiving party from any such information, and any other information that is either clearly designated by the disclosing party as being confidential to it (whether or not it is marked “confidential”) or which ought reasonably be considered confidential based on the information and context of the disclosure. 4.4 “Background IP” means rights in any inventions, discoveries, patents, copyrights, names, marks and proprietary techniques, methods and process and any improvements thereto. For Vidium, such Background IP includes, without limitation, its SearchLight DNA and other diagnostic and pathology services, tests and reports and its rights therein. 4.5 “Sample” means the biological material provided by Researcher to Vidium for the performance of the Research Services, including but not limited to, serum, blood, tissue, plasma, urine samples or such other biospecimens. 4.6 “Order Form” means the form provided by Vidium and completed by the Researcher containing the details of the requested Research Services. 4.7 “Research Project” means the research project identified by the Researcher on the Order Form and for which Vidium’s Research Services are provided. 4.8 “Research Services” means Vidium’s conduct of laboratory tests, other tasks, and the provision of any deliverable(s) for the Researcher under the Research Project as detailed in the Order Form. 4.9 “Term” means the time period starting on the Commencement Date and ending on completion of the Research Services. 4.10 “Research Results” means the data, results and information generated by Vidium for the Researcher in performing the Research Services.
- PRICES AND PAYMENT 5.1 If payment is conditional on Researcher providing a Purchase Order number, Vidium may elect to begin Research Services only after receiving the applicable Purchase Order number. 5.2 Unless Vidium otherwise agrees in writing, Researcher will pay fifty percent (50%) of the total amount in the Order Form upon invoice from Vidium and any remaining balance upon final invoice from Vidium, which may be the earlier of completion of the Research Project or termination or expiration of the Research Services. Researcher shall pay each invoice no later than thirty (30) calendar days after receipt of the invoice, and Vidium may withhold delivery of any Research Results due until paid. Any failure to pay all amounts due (or reversal of payments or charges) within thirty (30) calendar days after the due date shall be considered overdue and, at Vidium’s option, the overdue amounts shall accrue a late payment charge at 2% per month until paid, calculated from the original invoice date (or the maximum amount allowed by law). The invoiced cost of the Research Services does not include any applicable sales or service tax (including VAT), delivery charges, levies, duties or any other taxes (collectively, “Taxes”), and no such Taxes shall be collected or paid by Vidium on behalf of the Researcher. Researcher shall be solely responsible for separately paying any and all Taxes owed by Researcher. [Notwithstanding the foregoing, Researcher shall pay for the amount of the Research Services performed for the Researcher, including without limitation, any work performed amounts. If the Research Project is terminated earlier than the intended completion date, Researcher shall pay for the amount of the work completed and any work is completed outside the Order Form.] 5.3 Researcher may cancel an order for Research Services if Researcher provides notice to Vidium before Vidium performs any Research Services, in which event Researcher will not be charged for the Research Services. If Researcher’s notice of cancellation is received by Vidium after the Sample has been received, Vidium reserves the right to charge Researcher a processing fee upon such cancellation. 5.4 Vidium has the right to withhold or deduct amounts payable under the Agreement due to any breach of the Agreement by the Researcher or, in the case where Researcher has an outstanding invoice, to withhold or deduct such outstanding sums (by way of set-off or otherwise) owing to Vidium from sums due to the Researcher under the Agreement. 5.5 If the Researcher fails to timely pay any invoice according to the Agreement, Vidium, at its discretion, shall be entitled to: 5.5.1 suspend or discontinue all or any part of the Research Services, including without limitation withholding any deliverables or Research Results; and 5.5.2 cancel any outstanding orders, or refuse to accept any further orders, for Research Services. Any actions taken by Vidium as permitted in this Section 5.5 will not affect Vidium’s rights to seek payments due or take any other actions available to it under the law or as otherwise provided in this Section 5.
- SAMPLES; SAFETY AND COMPLIANCE 6.1 Researcher must ensure that the Samples provided are sufficient and appropriate quantity and quality for the performance of the Research Services according to Vidium’s specifications as provided or otherwise made available by Vidium (e.g. on Vidium’s website). Vidium has no liability for any failure to perform the Research Services due to defective or contaminated Samples or to the failure to meet quality standards or other specifications. Researcher understands and agrees that Vidium will not return any Samples received from Researcher. 6.2 Researcher shall keep true, accurate and up-to-date records detailing the traceability of each Sample. The Researcher shall immediately notify Vidium of any defect in the Samples that would render the Samples unsafe; or any error or omission in complying with Vidium’s specifications or other applicable instructions for the Samples or Research Results; or any adverse events regarding the Samples. 6.3 Researcher will provide Vidium with Samples from the United States only. Samples should be delivered at the Researcher’s risk to Vidium in accordance with the instruction in the Order Form. 6.4 The Researcher shall comply with all laws, rules and regulations and Vidium’s specifications relating to obtaining, supplying, transport, handling, and storage of the Samples. 6.5 Researcher hereby represents and certifies that: 6.5.1 the Research Project, and the proposed use of animals or the Samples in the Research Project, has been reviewed and approved by a panel of objective experts before performing any experiments to ensure that the use of the animals, the collection of the Samples from the animals, or the Samples themselves is consistent with sound scientific practices and ethical considerations; 6.5.2 if any animals are under the care or control of Researcher and use in the conduct of the Research Project, Researcher will comply with the U.S. Animal Welfare Act of 1966 (7 U.S.C. § 2131 et seq.) and applicable local, national, or international laws, regulations and guidelines for the care, welfare and ethical treatment of animals used in research in the country where the Research Project is being performed; 6.5.3 prior to shipping the Sample to Vidium, Researcher has obtained all necessary written consents from the owner of each sampled animal to: (a) take the Sample and provide it to Vidium to perform the Research Services under the terms of the Agreement; (b) permit Vidium to store, handle, process, use and destroy, in its discretion, any remainder or surplus Samples for its quality control, academic and/or commercial research and development purposes, and to maintain and further develop its product and service offerings, and to develop further diagnostic tests (collectively, “Vidium Business Purposes”); and 6.5.4. adequately disclosed to the owner of each sampled animal the purpose in taking the Sample, its subsequent use, and the justification for taking that sample; and 6.5.5. as part of its consent form to be signed by each owner of an animal providing a Sample, it has obtained from the owner thereof the owner’s assignment or authorization to transfer all rights in and to the Research Results from the Sample taken from an owner’s sampled animal.
- SERVICE LIMITATIONS AND MODIFICATIONS 7.1 Notwithstanding anything to the contrary, Vidium may alter, suspend, or discontinue the Research Services, in whole or in part, at any time and for any reason, without notice. Research Services may also periodically become unavailable or delayed due to equipment, interruptions, or for other reasons. 7.2 Because the state of the art in research and technology that Vidium uses to perform the Research Services may change or improve over time, Vidium accordingly may change its Research Services at any time, in its sole discretion. If the state of the art improves, Researcher may wish to obtain additional Research Services from Vidium.
- RESEARCH RESULTS Nothing in this Agreement shall restrict Vidium’s interest or rights in the Research Results, including without limitation, the right to use the Research Results for any and all Business Purposes or to disclose or sell to third parties, which may be in a format where the owner, sampled animal, or Researcher cannot be identified. The Research Results are solely for Researcher’s use in the conduct and analysis of the results of the Research Project. Researcher may publish an analysis of the general results of the Research Project, summaries of the Research Results (but not any Research Results themselves, consistent with Section 12 below), and Researcher’s observations and conclusions of the Research Project (“Research Observations”), provided Researcher acknowledges Vidium as the provider of the Research Services in such publication and provides Vidium with a copy of any manuscript prior to publication if it contains any Vidium Background IP or Vidium Confidential Information, in which case, Researcher agrees to redact such any Vidium Background IP and Vidium Confidential Information as requested by Vidium.
- WARRANTY DISCLAIMER RESEARCHER UNDERSTANDS AND AGREES THAT THE RESEARCH SERVICES PROVIDED AND ALL RESEARCH RESULTS and other DELIVERABLES FROM THE RESEARCH SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND. VIDIUM MAKES NO REPRESENTATIONS AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS REGARDING SATISFACTORY QUALITY, ACCURACY, UTILITY, COMPLETENESS, MERCHANTABILITY, INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. VIDIUM MAKES NO REPRESENTATIONS NOR DOES IT WARRANT, ENDORSE OR GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY OR SUCH THIRD PARTY’S ACTS OR OMISSIONS, INCLUDING ANY USE OR INTERPRETATION OF THE RESEARCH SERVICES OR THE RESEARCH RESULTS OR THE MAKING OF ANY RESEARCH OBSERVATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY RESEARCHER FROM VIDIUM SHALL CREATE ANY WARRANTY ON BEHALF OF VIDIUM. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. VIDIUM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES SUFFERED BY ANY OTHER PARTY, ANY LICENSEE OR ANY OTHERS, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF DATA OR TERMINATION OF THE RESEARCH SERVICES, OR FROM THE USE OF THE RESEARCH RESULTS.
- LIMITATION OF LIABILITY; AND TIME FOR FILING CLAIMS 10.1 Vidium warrants it will perform the Research Services with reasonable skill and care in compliance with: (a) this Agreement, and (b) applicable laws and regulations pertaining thereto. 10.2 Any information provided by Vidium to Researcher by way of interpretation of the Research Results is for use solely in connection with the Research Project and not for treatment purposes. Vidium shall not be liable for any loss or damage suffered by Researcher from any reliance on such information. 10.3 Researcher agrees that the limitations on Vidium’s liability are reasonable because Vidium does not undertake a physical examination of any animal or participate in the conduct of the Research or the evaluation of the Research Results. 10.4 If the Researcher notifies Vidium in writing that the RESEARCH Services do not comply with the warranty in SECTION 10, Researcher agrees that the sole and exclusive remedy for any problems or dissatisfaction with Vidium Service OR DELIVERABLES is FOR Vidium to either (A) re-perform the defective rESEARCH Services, or (B) refund the price paid by the Researcher relating to the defective RESEARCH Services. The remedy in THIS Section shall be the Researcher’s exclusive and sole remedy against Vidium regarding any RESEARCH Services and any damages or other liability caused by or arising from any RESEARCH Services or this Agreement. Subject to the limitations under this Section 10, Vidium’s total aggregate liability to the Researcher related to the RESEARCH Services or this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will in no circumstances exceed the price paid by the Researcher for the RESEARCH Services from which the damages or liability arose, and the Researcher must mitigate any loss and/or damage arising from such claim. 10.5 IN NO EVENT WILL VIDIUM OR ANY OF ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUPPLIERS OR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, ANY LOSS OF PROFIT, REVENUE, BUSINESS, SAVINGS AND/OR GOODWILL, WHETHER DIRECT OR INDIRECT); OR (B) THE DEATH OF ANY ANIMAL, REGARDLESS OF LEGAL THEORY. Nothing in this Agreement removes or limits Vidium’s liability for fraud, fraudulent misrepresentation, or the death or personal injury of any human caused by Vidium’s negligence, and if required by applicable law, its gross negligence. 10.6 Researcher has obtained adequate levels of insurance or self-insurance (or assets if a government entity) to insure against any risk that may arise in connection with the conduct of the Research Project or use of the Research Results. 10.7 RESEARCHER AGREES THAT ANY CLAIM AGAINST VIDIUM MUST BE COMMENCED BY FILING A DEMAND FOR ARBITRATION, IF APPLICABLE UNDER SECTION 14.9 OR FILING AN INDIVIDUAL ACTION UNDER SECTION 14.10, WITHIN ONE (1) YEAR AFTER THE DATE OF THE COMMENCEMENT DATE, REGARDLESS OF WHEN THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO ANY CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. 10.8 THIS SECTION 10 APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
- FORCE MAJEURE Vidium is not liable or responsible for any delay due to an event beyond Vidium’s reasonable control, including a strike, riot, act of God, fire, sabotage, shortage of labor or material, inclement weather, war, the act of a third party shared by Vidium, or an epidemic or pandemic. If the Force Majeure event continues for over thirty (30) days, either party may terminate or cancel all or any part of the Agreement, by giving written notice to the other party.
- RESPECTIVE RIGHTS 12.1. The Research Results and any other deliverable(s) and the content and form thereof provided by Vidium in connection with the Research Services contain Vidium Background IP and constitute Vidium Confidential Information. Researcher agrees that, without advance written consent from Vidium, it will not directly or indirectly: (a) use or disclose to any other entity or person (other than its employees or legal representatives, on a need to know basis, who are bound by or obligated to comply with the terms of this Agreement) any Vidium Background IP or Vidium Confidential Information for any purpose other than that expressly permitted under Section 8 above; or (b) create or allow a third party to create or re-create reports based on Vidium Confidential Information or Vidium Background IP. Researcher acknowledges that substantial damage could be done to Vidium as a result of any breach of this Section 12 for which damages at law may not be an adequate remedy, and Researcher agrees that the provisions of the Agreement preventing disclosure and use of Vidium Confidential Information or Vidium Background IP may be specifically enforced by a court of competent jurisdiction. 12.2 Vidium and Researcher shall retain ownership of their own respective background intellectual property and any improvements thereto, and nothing in the Agreement will be deemed to grant to any other party any right, title or interest therein. 12.3 Neither party may use the other party’s brand, trademarks, trade name, and/or logos without the express written permission of the other party.
- TERM AND TERMINATION 13.1 This Agreement will continue to apply to Researcher until expiration of the Term, or earlier termination by either Researcher or Vidium as provided in this Section 13. 13.2 Vidium may terminate the Agreement without cause upon thirty (30) days’ written notice to Researcher at Vidium’s sole discretion. Either party may terminate this Agreement if the other party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within thirty (30) days of being notified in writing to do so. 13.3 Termination of the Agreement for any reason shall not affect any rights or liabilities accrued at the date of termination. Researcher may not have any claims, damages, compensation or any similar payment arising out of the valid termination of the Agreement, nor to any payment for goodwill which may have been established, notwithstanding any provision or rule of law to the contrary. 13.4 Any provisions of this Agreement intended to survive expiration or termination shall survive, including: Sections 2.1, 5.2, 5.3, 5.4, 5.5, 6.1, 6.2, 6.4, 6.5, 13.1, 13.3, 13.4, and Sections 1, 4, 7, 8, 9, 10, 11, 12, 14, and 15 in their entirety.
- GENERAL PROVISIONS 14.1 Entire Agreement; MODIFICATION. Other than as stated in this Section 14.1 or as explicitly agreed upon in writing between Researcher and Vidium, this Agreement constitutes all the terms and conditions agreed upon between Researcher and Vidium with respect to the Research Services and Research Results and supersedes any prior agreements in relation to the subject matter of this Agreement, whether written or oral. Please note, however, that certain aspects of Researcher’s use of the Research Services may be governed by additional terms, documents or agreements. To the extent that there is any irreconcilable conflict between any additional terms and the terms of this Agreement, Section 15.9 controls and determines the priority. No amendment or variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives). Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy regarding, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement. Each party irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or rescind the Agreement for any misrepresentation (other than fraudulent misrepresentation) not contained in the Agreement. Researcher’s standard terms of purchase are expressly excluded from the Agreement. 14.2 WAIVER. Vidium never waives its rights to insist on compliance with this Agreement or with the applicable laws governing the conduct of a business. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 14.3 NOTICE. Any notice required to be given under this Agreement shall be in the English language, in writing, and shall be delivered by recorded first class mail (deemed service after two (2) business days), or by email (headed “FORMAL CONTRACT NOTICE”) to each party required to receive the notice at its address as set out in the Order Form or its website. 14.4 INDEPENDENT CONTRACTORS. The parties are deemed independent contractors and neither may bind the other, except as mutually agreed by the parties in writing. Except as expressly provided, nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorise a party to make or enter into any commitments for or on behalf of the other party. 14.5 SEVERABILITY. If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected. 14.6 ASSIGNMENT. Vidium may assign the Agreement, and any of its rights under the Agreement, in whole or in part, and Vidium may delegate any of its obligations under the Agreement. Researcher may not assign the Agreement, in whole or in part, nor transfer or sub-license your rights under the Agreement, to any third party. 14.7 INDEMNIFICATION. Researcher agrees to indemnify and hold Vidium, its affiliates, subsidiaries, successors and assigns, and their respective officers, managers, directors, employees, and agents harmless from any claim, damages, liability, or loss, arising from any of Researcher’s actions or inactions that violate this Agreement or any law or right of a third party. If, and only if, Researcher is a governmental agency or institution which may not indemnify under applicable law, then liability of such governmental Researcher to Vidium, its affiliates, subsidiaries, successors, and assigns, and their respective officers, managers, directors, employees, and agents for any claim, damage, liability or loss arising from Researcher’s actions or inactions that violate this Agreement or any law or right of a third party shall be to the fullest extent allowed under applicable law. 14.8 EACH PARTY IS RESPONSIBLE FOR ITS OWN ATTORNEY’S FEES. Each party shall be responsible for the payment of its own costs (and not those of the other party) in connection with the Agreement, except as otherwise provided herein. 14.9 GOVERNING LAW; JURISDICTION; ARBITRATION. If, and only if, Researcher is a governmental agency or institution which may not accept the laws of another state, the following shall apply: 14.9.1 The Agreement (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the State of Arizona, United States of America, without regard to its choice of law or conflicts of law principles, except as provided in Section 14.9.2 below. Further, you and Vidium agree to resolve any dispute, claim, or controversy that relates to or arises in connection with the Agreement (and any non-contractual disputes/claims relating to or arising in connection with them) in accordance with the mandatory arbitration provisions set forth in Section 14.9.2, if applicable. 14.9.2 Any controversy or claim arising out of, or relating to, this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. RESEARCHER waives all rights to a trial by jury or any court. If Researcher files a claim or counterclaim, either Researcher or Vidium may start arbitration proceedings. Researcher must bring all claims in its individual business basis and not with any other individual or business or as part of a class action. RESEARCHER WAIVES ANY AND ALL RIGHTS TO BRING ANY CLAIMS RELATED TO THESE TERMS AND CONDITIONS AS A PLAINTIFF OR CLASS OR COLLECTIVE MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. All arbitration proceedings shall be held in Maricopa County, Arizona. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference for an attorney knowledgeable in the medical testing industry. Each party to the arbitration shall be responsible for its own costs and expenses, including legal and filing fees; provided however, that the arbitrator shall award legal fees and other costs to the prevailing party. The decision of the arbitrator shall be final and binding on the parties, and judgment on the award entered by the arbitrator shall be entered in any Arizona court having jurisdiction thereof. This agreement to arbitrate shall survive any termination or expiration of Researcher’s relationship with Vidium. Researcher and Vidium agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The parties agree that Arizona substantive law will govern (without regard to its choice of law or conflicts of law principles). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. 14.10 NO CLASS ACTION RESEARCHER AGREES THAT IT MAY BRING CLAIMS AGAINST VIDIUM ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Researcher and Vidium agree in writing, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. An arbitrator may award injunctive relief, if applicable, only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. The provision shall survive any termination or expiration of the Agreement and Researcher’s relationship with Vidium.
- INTERPRETATION In these Terms and Conditions: 15.1 words expressed in the singular shall include the plural and vice versa; 15.2 words referring to a particular gender include every gender; 15.3 references to a person include an individual, company, body corporate, corporation, unincorporated association, firm, partnership, joint venture, government, state or agency of state; 15.4 the words and phrases other, including and in particular shall not limit the generality of any preceding words or be construed as limited to the same class as any preceding words where a wider construction is possible; 15.5 references to any statute or statutory provision shall include: (a) any subordinate legislation made under it; (b) any provision which it has modified (whether with or without modification); and (c) any provision which supersedes it or re-enacts it (whether with or without modification) whether made before or after the date of Order Form submission; and 15.6 any terms not defined in Section 4 (Definitions) shall have the meaning given to them in this Agreement; and 15.7 any obligation in the Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done; and 15.8 headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement; and 15.9 if there is a conflict between the provisions of the documents which together form the Agreement, the order of priority shall be: (a) these Terms and Conditions; (b) the Order Form; and (c) and other documents referred to therein; and 15.10 Vidium is an animal health company and thus all references throughout the terms and conditions to “pet” or “pets” refers to non-human animals not used for food or fiber production, unless otherwise permitted by Vidium.