Authentication Terms and Conditions of Service

AUTHENTICATION TERMS AND CONDITIONS OF SERVICE
Please read these terms and conditions carefully before using the Services. These Terms and Conditions (this “Agreement”) are a legal binding contract between you and Applied DNA Sciences, Inc., a Delaware corporation having offices at 50 Health Sciences Drive, Stony Brook, New York USA 11790 (“Applied DNA”) that governs all aspects of your use of Applied DNA’s authentication services. BY USING THE SERVICES, YOU ARE ENTERING INTO A BINDING CONTRACT WITH APPLIED DNA. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SERVICES.

  1. Definitions
  1. “Authenticate” or “Authentication” means the use of the Services to verify the presence or absence of a specific genetic polymorphism, molecular taggant, isotopic signature or any other identifier in a sample.
  2. “Authentication Reports” means the written reports and all associated data provided by Applied DNA to you that sets forth the results of an Authentication.
  3. “Finished Textile Product” means any textile that has been processed by dyeing, printing, or the application of special resins and finishes or other final process, and is ready for sale or disposition to an end customer
  4. “Services” means the CertainT®, fiberTyping® SigNature® and SigNature® T authentication services, as well as all other DNA, genotyping, isotopic abundance and/or mass-spectrometry based authentication services offered by Applied DNA and/or its third-party service providers, as well as all information and materials relating thereto, including but not limited to Authentications and Authentication Reports.
  1. Use of the services
  1. Your use of the Services shall comply with the terms and conditions of this Agreement and all other instructions enclosed or included with the Services and/or Authentication Reports, if any. All information supplied by you to Applied DNA will be stored pursuant to Applied DNA’s privacy policy located at https://adnasprod.wpengine.com/privacy-policy/. This Agreement will terminate immediately, without written notice, if you fail to comply with, or breach the terms and/or conditions of, this Agreement.
  2. You may not publish or make public results of the Services, including but not limited to the Authentication Reports, in whole or in part, without the prior written consent of Applied DNA. The Authentication Reports are the Confidential Information of Applied DNA and subject to all non-disclosure obligation between the parties. The foregoing notwithstanding, you may share results of the Services, including copies of the Authentication Reports with your business partners within a particular supply chain who agree to confidential treatment of the Authentication Reports for the sole purpose of addressing any issues that may arise within that supply chain as identified in an Authentication Report.
  3. Applied DNA reserves the right to refuse to Authenticate any sample submitted to it.
  1. Intellectual Property
  1. Applied DNA and its third-party service providers are the sole and exclusive owners of all intellectual property, including patents, trademarks, copyrights, trade secrets, technology, and know-how, associated and arising out of the Services (collectively the “Applied DNA Intellectual Property”). You will treat all Applied DNA Intellectual Property like any other material protected by U.S. and International laws and treaties relating to such property rights and in accordance with this Agreement. Applied DNA and its third-party service providers retain all right, title, and interest to the Applied DNA Intellectual Property. By utilizing the Services, you do not own or hold any rights to the Applied DNA Intellectual Property. You shall not attempt to sell, lease or otherwise transfer any rights in the Applied DNA Intellectual Property, and any attempted transfer will be deemed null and void.(b) You are granted a limited, non-exclusive, non-sublicensable, and non-transferable right to use the Applied DNA Intellectual Property for the sole purposes of the Services during the term of this Agreement, so long as you comply with the terms and conditions of this Agreement. You agree not to use the Services for the purposes of co-branding, framing, linking, or reselling any portion of the Services without Applied DNA’s prior written consent. You acknowledge that the materials and information relating to or arising from the Services, including but not limited to the Authentication Reports, are derived in whole or in part from methods, materials and/or information that are proprietary, patented and/or copyrighted.(c) None of the names, trademarks, service marks and/or logos of Applied DNA or its third-party service providers appearing in association with the Services may be used in any advertising or publicity, or otherwise to indicate Applied DNA’s or its third-party service provider’s sponsorship of or affiliation with any product or service, without express prior written permission of Applied DNA and/or its third-party service providers. Nothing contained within the Services should be construed as granting, by implication, estoppel, waiver or otherwise, any license or right of use to any trademark displayed on or through the Services without the written permission of Applied DNA or the third-party owner of the trademark, if any. The Services may contain other proprietary notices and copyright information, the terms of which must be observed and followed by you.
  1. INDEMNIFICATION
  1. To the fullest extent permitted by law you agree to indemnify, defend and hold harmless Applied DNA and its respective affiliates, employees, officers, directors, agents, servants, suppliers, third-party service providers and representatives from any liability, loss, claim, suit, damage, and expense (including reasonable attorneys´ fees and expenses) arising out of (i) your violation of this Agreement; and (ii) any negligent, reckless or intentional acts or omissions by you, your officers, agents or employees.
  1. ACCURACY OF INFORMATION
  1. The Services are conducted with all due care and are carried out in the best conditions available to Applied DNA and its third-party service providers in accordance with the technology developed by Applied DNA and its third-party service providers. The Authentication Reports and all conclusions therein are based upon analysis results and on the information provided by you. While the Authentication Reports and all conclusions therein are prepared with a reasonable degree of care, you hereby acknowledge that said conclusion can only be considered the opinion of Applied DNA’s and/or its third-party service providers. Applied DNA and its third-party service providers cannot guarantee that the Authentication Reports and the conclusions therein will always be correct or absolute, particularly in view of the cutting-edge scientific nature of the Services and contamination from various supply chain inputs and manufacturing processes.
  2. You acknowledge that the contamination and chemical treatments of certain textiles may impede accurate Authentication of those textiles and that Applied DNA and its third-party service providers are not responsible for any disparity of Authentication between the base textile material and the resultant Finished Textile Product caused by contamination and/or chemical treatments introduced through finishing processes and/or other supply chain processing.
  3. It is your sole responsibility to make sure that all information and/or data supplied to Applied DNA and/or its third-party service providers by you or any third party or other representative acting on your behalf is accurate, complete and free of errors. It is not the responsibility of Applied DNA or its third-party service providers to confirm the accuracy of any information and/or data supplied by you or a third party.
  4. You acknowledge that an Authentication Report refers exclusively to the specific sample Authenticated. The results contained within an Authentication Report are representative of the specific Authenticated sample only, and such results are not valid, applicable and/or transferable to any other samples or any part of your supply chain.
  5. You further acknowledge that the Services alone cannot guarantee the security of your supply chain. The Services are not a substitute for the vigilant protection of your supply chain and the implementation of general good business practices. You and you alone, are responsible for sample integrity. It is your sole responsibility to provide Applied DNA and its third-party service providers with true and accurate representative samples in accordance with all standard operating procedures, as applicable. It is your sole responsibility to scrutinize the source of every sample submitted for Authentication. Applied DNA and its third-party service providers shall have no obligation to investigate the source of any submitted sample.
  1. CHANGE IN TERMS AND TERMINATION OF SERVICES
  1. Applied DNA may modify this Agreement from time to time. If material changes are made to the Agreement, Applied DNA will notify you by email or through a message posted on the Applied DNA website. Your continued use of the Services after our provision of notice to you will constitute your affirmative acceptance to the modified Agreement. If you do not agree to, or cannot comply with the Agreement as amended, you must stop using the Services.
  2. Applied DNA may terminate this Agreement and your access to the Services at any time and for any reason by providing notice to the email address you provided to Applied DNA. Upon any termination of this Agreement, the rights and licenses granted to you hereunder, including your ability to use the Services, will immediately terminate, and you shall immediately cease using any and all materials and other similar content in your possession or control that are proprietary to Applied DNA. If your access to the Services is terminated pursuant to this Section, Applied DNA will refund to you any money prepaid by you for Services not yet rendered. You agree that Applied DNA and its third-party service providers will have no other liability to you for any costs, losses, damages or liabilities arising out of or related to the termination of this Agreement. Any provision of this Agreement that should, by its nature, survive termination of this Agreement shall continue to apply indefinitely and shall be unaffected by the termination.
  1. DISCLAIMER OF WARRANTY
    THE SERVICES ARE PROVIDED “AS IS.” APPLIED DNA AND/OR ITS THIRD-PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. ACCESS TO THE SERVICES MAY BE INTERRUPTED AND the information and/or materials associated with the SERVICES MAY NOT BE ERROR-FREE. APPLIED DNA AND/OR ITS THIRD-PARTY SERVICE PROVIDERS DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE COMPLETENESS OR USEFULNESS OF the SERVICES.
  1. LIMITATION OF LIABILITY
  1. APPLIED DNA AND/OR ITS THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, reputation, USE, OR DATA), COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OF THE SERVICES, EVEN IF APPLIED DNA AND/OR ITS THIRD-PARTY SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT SHALL APPLIED DNA OR ITS THIRD-PARTY SERVICE PROVIDERS’ AGGREGATE LIABILITY UNDER OR AS A RESULT OF THIS AGREEMENT AND/OR YOUR USE OF THE SERVICES, WHETHER UNDER CONTRACT, NEGLIGENCE, TORT, INDEMNITY, WARRANTY, STRICT LIABILITY OR ANY OTHER BASIS EXCEED THE AMOUNT YOU HAVE PAID TO APPLIED DNA FOR THE SERVICES IN THE ONE MONTH PRIOR TO A CLAIM OR $500 IF YOU HAVE NOT MADE ANY PAYMENTS TO APPLIED DNA, AS APPLICABLE.
  2. Each provision set forth above that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks under this agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties. You acknowledge and agree that Applied DNA has offered the Services, set its prices, and entered into this agreement in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Applied DNA, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Applied DNA. Each of the foregoing provisions is severable and independent of all other provisions of this Agreement. The limitations in this Section will apply even if any limited remedy fails of its essential purpose.
  3. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this and the foregoing section may not apply to you.
  1. DATA
  1. Except for the rights expressly granted herein, all rights, title and interest to the data provided by you to Applied DNA relating to the Services shall remain your property.
  2. You acknowledges and agree that Applied DNA may obtain and aggregate technical and other data about your use of the  Services excluding any personally identifiable information (“Aggregated Anonymous Data”), and Applied DNA may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose, during and after the term of this Agreement, including without limitation to generate industry benchmarks or best practices guidance, recommendations or similar reports for distribution to and consumption by Applied DNA or third parties. For clarity, this Section does not give Applied DNA the right to identify you as the source of any Aggregated Anonymous Data.
  1. General Terms
  1. Choice of Law; Jurisdiction; Venue; Arbitration.  This Agreement will be governed by New York law, without regard to its principles of conflicts of law. You agree that any legal proceeding or disputes arising from or relating to this Agreement and/or the Services will be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association (“AAA”) or of the International Center for Dispute Resolution (“ICDR”) in effect on the date of the commencement of the arbitration. The arbitration proceeding shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The venue of said arbitration shall be New York, New York. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.
  2. Severability.  This Agreement is divisible, and any provision herein held to be violative of any applicable law, treaties, statutes or regulations will affect only that portion held to be invalid or inoperative, and the remaining portions of this Agreement will remain in full force and effect.  In lieu of any such invalid or inoperative provisions, there will be added automatically as a part of this Agreement an enforceable provision as similar in terms to the severed provision as may be possible.
  3. Entire Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement between you and Applied DNA as to the subject matter of this Agreement.
  4. Assignment. You may not assign or delegate any rights or obligations under this Agreement. Any purported assignment and delegation shall be ineffective. Applied DNA may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. Applied DNA may also substitute, by way of unilateral novation, effective upon notice to you, Applied DNA for any third-party that assumes our rights and obligations under this Agreement.
  5. Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
  6. Independent Contractors. The parties hereto are independent contractors and nothing in this Agreement will constitute the parties to partners, nor constitute one party the agent of the other party, nor constitute the relationship to be a joint venture. Neither party shall have, or shall represent that it has, the authority or power to act for or to undertake or create any obligation or responsibility, express or implied, on behalf of, or in the name of the other party.
  7. Force Majeure: Applied DNA shall not be liable for any failure to perform to the extent such failure is caused by any reason beyond the Applied DNA’s control including the following occurrences: labor disturbances or labor disputes of any kind, accidents, pandemic, failure of any governmental approval required for full performance, civil disorders or commotions, cyber-attacks, acts of aggression, floods, earthquakes, acts of God, energy or other conservation measures, explosion, failure to utilities, mechanical breakdowns, material shortages, disease or other such occurrences.
  1. Contacting APPLIED DNA

Applied DNA Sciences, Inc.
The Services hereunder are offered by Applied DNA Sciences, Inc.
50 Health Sciences Drive
Stony Brook, New York 11790 U.S.A
info@adnas.com