AUPERON TERMS AND CONDITIONS
Van Heron Labs, Inc. (dba Auperon)
EFFECTIVE DATE: [To be inserted at launch]
These Terms and Conditions ("Agreement") govern the supply by Van Heron Labs, Inc. (doing business as "Auperon") and its affiliates (individually, and collectively, referred to in this Agreement as "us," "we," "our," "VHL," or "Auperon") of certain services to you (the "Customer"), all as described under and subject to the terms and conditions of this Agreement. Customer and VHL may be referred to herein individually as a "Party" and collectively as the "Parties." This Agreement is the complete and exclusive contract between Customer and VHL with respect to Customer's purchase of the Services.
1. Services
1.1 Service Orders. VHL offers, through the website located at https://auperon.io (the "Site"), certain services consisting of multi-omic characterization (including RNA-seq and related analytical modalities), biological digital twin generation, AI-driven bioprocess recommendations (including media, feed, clone, and condition recommendations), and written analysis reports summarizing findings (collectively, the "Services"), and any reports, recommendations, digital twin outputs, and other materials delivered to Customer by VHL under an Order (collectively, "Deliverables"). During the Term (as defined in Section 9.3), Customer may order Services from VHL by submitting a written request via the Site (such request, a "Service Request"). The Service Request shall include all data fields requested by VHL on the Site, including Customer's tier selection, project metadata, and other information required by VHL to perform the Services (collectively, "Service Request Data"). If VHL is willing and believes it is able to supply the Services, VHL will (a) confirm the transaction in writing and provide an estimated delivery timeline for the Deliverables upon Customer's payment via the Site, or (b) for enterprise Tier 3 or custom engagements, issue a quotation to Customer setting out the price for the Services and other relevant details (a "Quotation"). VHL has no obligation to issue Quotations, and each Quotation shall only be valid for the time period stated therein (or, if not so stated, for a period of thirty (30) days), after which such Quotation shall expire. Customer may accept the Quotation by issuing a purchase order to VHL that accepts all of the terms of the Quotation (and no additional or different terms) prior to its expiration (an "Order"), which will be confirmed by VHL in writing via email. Unless otherwise specified in this Agreement, Customer may not cancel such Order. In the event of any conflict between this Agreement, an applicable Quotation, and any Order, Service Request, invoice, or other ordering document or correspondence, this Agreement or the Quotation shall control and take precedence. In case of conflict between this Agreement and any Quotation, this Agreement shall control, except to the extent that such Quotation expressly and specifically states an intent to supersede this Agreement on a specific matter. No additional terms contained in any Order, Service Request, invoice, or other ordering document or correspondence shall bind either Party or be construed to modify or amend the terms of this Agreement or Quotation unless mutually agreed to in writing by VHL and Customer.
1.2 Service Performance. Upon VHL's confirmation of an Order in accordance with this Agreement, VHL will use commercially reasonable efforts to perform the Services and deliver the Deliverables designated in the Order based on the corresponding Service Request in accordance with the terms and conditions of this Agreement and generally accepted industry standards for bioprocess characterization, computational biology, and analytical services. VHL may cancel any Order if VHL determines (in its reasonable discretion) a need to do so for biosecurity, biosafety, patent infringement, export restrictions, or feasibility reasons. Any cancellation of an Order as described above shall be without penalty or liability to VHL, provided that any prepaid amounts for such Services shall be promptly refunded to Customer by VHL, or, if Customer so requests in writing via email, credited toward future purchases under this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit or restrict VHL's right and ability at all times to provide services to third parties that are similar or identical to the Services or Deliverables made, provided, or supplied under this Agreement, as long as VHL does not disclose the Service Request Data or Customer Materials or breach its confidentiality or non-use obligations under this Agreement.
1.3 Delivery. VHL will use commercially reasonable efforts to deliver the Deliverables by the target delivery date specified in the Order confirmation. Unless otherwise specified in the Order or agreed by the Parties in writing (email being acceptable), all Deliverables will be delivered electronically via a password-protected DocSend link to the email address provided in the Order. VHL reserves the right to deliver Orders in installments where applicable. Title to the Deliverables will not pass to Customer until (a) Customer has paid VHL for the Services in full, and (b) no other sums are then outstanding from Customer to VHL on any account, whether or not such sums have become due for payment.
1.4 Refunds. Except as set forth in this Section 1.4, all Fees are non-cancelable, non-creditable, and non-refundable. Customer shall be entitled to a full refund of Fees paid under an Order only in the following circumstances:
(a) VHL cancels the Order pursuant to Section 1.2; or
(b) Customer's Customer Materials submitted to VHL fail to meet VHL's data quality standards during the course of VHL's performance of the Services, and VHL determines in good faith that it cannot complete the Services with the materials provided. In such case, VHL shall refund all Fees paid by Customer under the Order and shall provide Customer with written recommendations for how Customer may address the data quality issues. Customer may, at Customer's sole discretion, submit corrected Customer Materials as a new Order.
(c) For enterprise Tier 3 or custom engagements memorialized in a Quotation, Customer may cancel the Order by providing written notice to VHL prior to VHL's commencement of work under the Order, in which case Customer shall receive a full refund of any Fees paid, less any documented out-of-pocket expenses incurred by VHL in preparation for the Services. VHL will confirm the date of work commencement in writing upon Customer's request.
2. Customer Materials, Restrictions and Responsibilities
2.1 Customer Materials. To the extent required under an Order, Customer shall provide (or have provided) to VHL the Service Request Data and sufficient amounts of materials, data, and information, in each case in accordance with applicable law, to be used by VHL to perform its obligations under this Agreement (collectively, "Customer Materials") at Customer's sole expense and in a prompt and timely manner.
2.2 Customer Representations. Customer represents and warrants that: (a) Customer has all rights, licenses, registrations, consents, and permissions required to provide the Customer Materials to VHL and for VHL to use such Customer Materials to perform the Services and otherwise perform its obligations under this Agreement and the applicable Order; (b) all Customer Materials will be reasonably de-identified with respect to any individually identifiable human data prior to submission to VHL, and will not include any "Protected Health Information" as defined in 45 C.F.R. § 164.103, "Personal Data" subject to the General Data Protection Regulation (EU) 2016/679, or other personal information the disclosure of which is prohibited by applicable law or regulation without appropriate consents; and (c) VHL's possession and use of the Customer Materials and any Deliverables that Customer orders under and in accordance with this Agreement and the applicable Order shall not violate any applicable laws or other agreements to which Customer is a party, nor require registration or other action under United States Federal Select Agent Program (FSAP) regulations, the United States Export Administration Regulations (EAR), or other biosecurity requirements (collectively, "Biosecurity Requirements"), or infringe or misappropriate the intellectual property rights of any third party.
2.3 VHL Use of Customer Materials. To the extent Customer Materials are provided pursuant to a given Order and notwithstanding Section 5, Customer hereby grants VHL, its affiliates, and third-party service providers a nonexclusive, non-transferable, project-limited license to access, reference, and use the Customer Materials solely for the purpose of performing the Services under such Order and to comply with applicable laws and regulations. Any use of Customer Materials outside the scope of the specific Order is subject to the additional protections in Section 2.5 (Customer Data Protection).
2.4 Limitations and Restrictions on Use of Deliverables. The Deliverables are intended for Customer's internal use, and Customer shall not sell, resell, transfer, or distribute the Deliverables to any third party other than (a) service providers acting on behalf of Customer, or (b) bona fide collaborators for the commercialization of Customer's products (such service providers and collaborators, collectively, "Permitted Transferees"). Customer shall be solely responsible and liable for any use of the Deliverables by Customer and its Permitted Transferees. Customer agrees not to (and not to authorize or permit others to) reverse engineer, deconstruct, or disassemble any Deliverables in an effort to derive the underlying Van Heron Labs Platform Technology.
2.5 Customer Data Protection. VHL commits to the following data protection standards for Customer Materials, Customer's Confidential Information, and any data derived therefrom (collectively, "Customer Data"):
(a) No Training or Model Development. VHL shall not use Customer Data to train, retrain, fine-tune, develop, or otherwise improve any artificial intelligence or machine learning model, including any model constituting part of the Van Heron Labs Platform Technology.
(b) No Platform Improvement Use. VHL shall not use Customer Data to improve, expand, or benchmark the Van Heron Labs Platform Technology or any other VHL service offering, whether in identifiable or de-identified form, without Customer's express prior written consent.
(c) No Third-Party Disclosure. VHL shall not share, sell, license, publish, or otherwise disclose Customer Data to any third party except (i) to service providers acting on VHL's behalf who are subject to written confidentiality obligations at least as protective as this Agreement and only to the extent necessary to perform the Services, and (ii) as required by law or valid legal process, in which case VHL shall provide Customer with prompt written notice (to the extent legally permitted) to allow Customer to seek a protective order.
(d) Post-Project Deletion. VHL shall delete or destroy all Customer Data from VHL's active systems within sixty (60) days after final delivery of the Deliverables under the applicable Order (the "Deletion Deadline"). Upon Customer's written request delivered at any time, VHL shall delete Customer Data on an accelerated timeline, subject to applicable law and any then-outstanding obligations under this Agreement. VHL may retain (i) copies of Customer Data required to demonstrate compliance with this Agreement or applicable law, and (ii) automated backup copies that are cycled and overwritten in the ordinary course of VHL's business operations, provided that all such retained copies remain subject to the confidentiality and non-use obligations of this Agreement.
(e) Certification of Deletion. Upon Customer's written request, VHL shall provide written certification that Customer Data has been deleted in accordance with this Section 2.5.
(f) Employee and Contractor Access. VHL shall limit access to Customer Data to VHL personnel and contractors who have a specific need to access such data to perform the Services, and who are bound by written obligations of confidentiality and non-use at least as protective as this Agreement.
This Section 2.5 shall survive termination or expiration of this Agreement.
3. Purchase Price; Fees and Payment Terms
Customer shall pay VHL the purchase price, fees, and other payments (if any) specified in each Order (collectively, "Fees") for VHL's performance of the Services under this Agreement, in accordance with VHL's instructions. Only the pricing displayed on the Site or specified in a Quotation for a given Service Request is valid, and VHL shall not be bound or subject to any other pricing regardless of where stated or published. For Orders placed via the Site, Fees are payable in full at the time the Order is placed via VHL's Stripe payment processor. For enterprise Tier 3 or custom engagements memorialized in a Quotation, Customer shall pay the Fees to VHL within thirty (30) days of VHL's invoice date for such Fees, unless otherwise specified in the Quotation. Except to the extent expressly provided otherwise in this Agreement, all Fees are non-cancelable, non-creditable, and non-refundable. Without limiting any other rights or remedies of VHL, failure of Customer to pay any Fees when due shall entitle VHL to suspend completion or delivery of any pending Orders unless and until such Fees are paid. VHL's Fees do not include applicable taxes. Customer will be responsible for the payment of, and shall pay, all taxes and duties imposed with respect to the Services supplied (and any other performance by VHL) under this Agreement, and VHL may add such taxes to Customer's invoice, which Customer shall be obligated to pay as part of the Fees.
4. Intellectual Property
4.1 Ownership of Deliverables. Subject to Section 4.2 below, VHL agrees that all Deliverables shall, as between the Parties, be the sole and exclusive property of Customer. VHL neither represents nor warrants that any intellectual property rights, including any patent rights, in the Deliverables are available. Customer shall be solely responsible for obtaining any authorizations, approvals, permits, or licenses required from any governmental authority or third party in connection with any use of such Deliverables. Except for Van Heron Labs Platform Technology (as defined in Section 4.2), as between the Parties, VHL agrees to assign and hereby assigns all right, title, and interest in and to such Deliverables to Customer, and to execute any documents Customer may reasonably require relating thereto.
4.2 Retention of Rights. Customer shall retain all right, title, and interest in and to the Customer Materials (subject to the rights and licenses expressly provided for in this Agreement). VHL shall retain all right, title, and interest in and to VHL's platform technology used or practiced in connection with the Services, including without limitation VHL's proprietary technology for multi-omic characterization, biological digital twin construction, AI-driven bioprocess optimization, culture media and feed design, and related methodologies, algorithms, models, know-how, and other intellectual property, including any suggestions, improvements, or modifications to each of the foregoing (collectively, "Van Heron Labs Platform Technology"), whether or not developed, created, or improved by either Party (alone or jointly with others) in connection with VHL's performance under this Agreement and an Order. Customer agrees to assign and hereby assigns all of its rights, title, and interest in and to the Van Heron Labs Platform Technology to VHL. No rights or licenses in, to, or under either Party's intellectual property are granted or provided hereunder, by implication, estoppel, or otherwise, except to the extent expressly provided for in this Agreement. Customer is solely responsible for determining if there are any restrictions on use of Deliverables resulting from any third-party patents or other proprietary rights.
4.3 Third Party Resources. Documentation (including manuals and protocols) provided by VHL with the Deliverables may contain references to other third-party resources such as sources of information, hardware or software, products, or services and/or web sites owned or licensed by third parties ("Third Party Resources"). The inclusion of such resources in any documentation does not imply endorsement by VHL of any such Third Party Resources. VHL will not be responsible or liable for any losses, costs, expenses, or any other forms of liability arising out of Customer's use of such Third Party Resources.
4.4 Feedback. If Customer voluntarily provides VHL with any feedback, comments, suggestions, or ideas regarding the Services, Deliverables, or Van Heron Labs Platform Technology (collectively, "Feedback"), Customer grants VHL a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into VHL's services and technology without restriction or obligation, provided that VHL shall not identify Customer as the source of such Feedback in any external communication without Customer's prior written consent. For clarity, Feedback does not include Customer Materials or any other Customer Data protected under Section 2.5.
5. Confidentiality
"Confidential Information" means any information disclosed by or on behalf of either Party or its representatives (the "Disclosing Party") to the other Party (the "Receiving Party") pursuant to this Agreement that is (a) marked "Confidential" or "Proprietary," or (b) otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure or by the nature of the information itself. Confidential Information does not include any information that (i) is publicly available or becomes publicly available through no action or inaction of the Receiving Party; (ii) is in the rightful possession of the Receiving Party without confidentiality obligations at the time of disclosure by the Disclosing Party to the Receiving Party, as shown by the Receiving Party's then-contemporaneous written files and records kept in the ordinary course of business; or (iii) is obtained by the Receiving Party from a third party without an accompanying duty of confidentiality and without a breach of such third party's obligations of confidentiality. The Receiving Party shall (a) use the Confidential Information of the Disclosing Party solely to exercise its rights and fulfill its obligations under this Agreement; (b) not disclose the Disclosing Party's Confidential Information to any third parties other than its own employees or agents on a need-to-know basis who are subject to written obligations of confidentiality and non-use that are at least as protective of the Disclosing Party's Confidential Information as this Agreement, except with the Disclosing Party's express written consent; and (c) take the precautions the Receiving Party employs with respect to protecting its own confidential information of a similar nature to protect the Disclosing Party's Confidential Information. All Customer Materials shall be Confidential Information of Customer. Van Heron Labs Platform Technology shall be the Confidential Information of VHL. This Agreement and any other aspects of an Order shall be the Confidential Information of both Parties. If the Receiving Party becomes legally required to disclose any Confidential Information of the Disclosing Party, the Receiving Party will disclose only that portion that is legally required to be disclosed, and such disclosed information shall maintain its confidentiality protection for all other purposes. The confidentiality obligations set forth in this Section 5 shall survive termination or expiration of this Agreement for a period of five (5) years. Upon termination or expiration of the Agreement, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents, notes, and other tangible materials representing the Disclosing Party's Confidential Information and all copies thereof; provided, however, that the Receiving Party may retain a copy of such Confidential Information under conditions of confidentiality solely for legal archival purposes and for compliance with the surviving provisions of this Agreement and applicable laws and regulations. The Parties expressly acknowledge and agree that any breach or threatened breach of this Section 5 by the Receiving Party may cause immediate and irreparable harm to the Disclosing Party that may not be adequately compensated by damages. Each Party therefore agrees that in the event of such breach or threatened breach by the Receiving Party, and in addition to any remedies available at law, the Disclosing Party shall have the right to seek equitable and injunctive relief, without bond, in connection with such a breach or threatened breach.
6. Warranty
VHL warrants that it will perform the Services in a professional and workmanlike manner, using commercially reasonable efforts, and in accordance with generally accepted industry standards for bioprocess characterization, computational biology, and analytical services.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6 AND ELSEWHERE IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND VHL MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, DELIVERABLES, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES REGARDING SECURITY, RESULTS OBTAINED THROUGH THE USE OF ANY DELIVERABLES, AND ANY WARRANTY ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING, OR USAGE OF TRADE. No description, statement, or other content of any VHL website or marketing or communications materials will be binding on VHL.
7. Indemnification; Limitation of Liability
7.1 By VHL. VHL shall indemnify, defend, and hold harmless Customer and its affiliates and their respective directors, officers, employees, and agents (the "Customer Indemnitees") from and against any and all costs, expenses, liabilities, damages, and losses (including reasonable legal expenses and attorneys' fees) arising out of any third-party suits, claims, actions, or proceedings (collectively, "Claims") brought against any Customer Indemnitees to the extent resulting from or caused by: (a) the gross negligence, recklessness, or willful misconduct of VHL or its officers, directors, employees, or agents; or (b) VHL's material breach of its obligations, warranties, or representations under this Agreement, except in each case to the extent that a Claim arises out of or results from the negligence, recklessness, or willful misconduct of any Customer Indemnitee or Permitted Transferee, or Customer's breach of its obligations, warranties, or representations under this Agreement.
7.2 By Customer. Customer shall indemnify, defend, and hold harmless VHL and its directors, officers, employees, and agents (the "VHL Indemnitees") from and against any and all Claims brought against any VHL Indemnitees to the extent resulting from or caused by: (a) the gross negligence, recklessness, or willful misconduct of any Customer Indemnitee or Permitted Transferee; (b) Customer's or its Permitted Transferees' negligent, unauthorized, or wrongful use of any Deliverables provided to Customer; (c) the infringement or alleged infringement of any third-party intellectual property rights arising from the use of any Customer Materials in accordance with this Agreement (or on account of the performance of Services in accordance with such Customer Materials); (d) any of the Customer Materials, VHL's compliance with any Service Request, or VHL's use of any Customer Materials in accordance with this Agreement; or (e) Customer's material breach of its obligations, warranties, or representations under this Agreement, except in each case to the extent that a Claim arises out of or results from the gross negligence, recklessness, or willful misconduct of any VHL Indemnitee or VHL's breach of its obligations, warranties, or representations under this Agreement.
7.3 Indemnification Conditions and Procedures. Each Party's obligations in this Section 7 are conditioned on the indemnified Party: (a) providing prompt written notice to the indemnifying Party of any Claim; (b) permitting the indemnifying Party to assume full and exclusive control over the defense and settlement of such Claim, except that the indemnified Party may participate in the defense at its own expense using its own counsel; and (c) providing reasonable cooperation, information, and assistance to the indemnifying Party, at the indemnifying Party's reasonable expense, with respect to the defense and settlement of such Claim. Notwithstanding the foregoing, the indemnifying Party shall not enter into any settlement that admits the fault of the indemnified Party or otherwise materially adversely prejudices the indemnified Party without such indemnified Party's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.
7.4 Limitation of Liability.
EXCEPT FOR A PARTY'S (I) BREACH OF SECTIONS 2.2, 2.4, OR 2.5, (II) INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (SUBJECT TO THE CAPS BELOW), OR (III) GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY. EXCEPT FOR LIABILITY THAT CANNOT BE EXCLUDED BY LAW: (A) VHL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO VHL UNDER THIS AGREEMENT; AND (B) CUSTOMER'S TOTAL AGGREGATE LIABILITY UNDER SECTION 7.2 (INDEMNIFICATION BY CUSTOMER) SHALL NOT EXCEED THREE (3) TIMES THE FEES PAID BY CUSTOMER TO VHL UNDER THIS AGREEMENT.
8. Export Controls
Customer may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Deliverables or information (including materials derived from or based on the Deliverables or information) to any destination, entity, person, or end user in violation of any applicable export control laws or regulations. Customer shall provide assistance and information as needed for VHL to meet its trade compliance obligations arising from this Agreement.
9. General Provisions
9.1 Governing Law. This Agreement is governed by the laws of the State of Alabama without reference to any conflict of laws principles.
9.2 Assignment. This Agreement may not be assigned or otherwise transferred, in whole or in part, by operation of law or otherwise, by either Party without the other Party's express prior written consent; provided, however, that either Party may assign this Agreement without such consent to its successor in interest in connection with any merger, consolidation, reorganization, or sale of such Party or all or substantially all of its assets.
9.3 Term and Termination. This Agreement takes effect on the date of the Order and continues until VHL has delivered all Services under the Order and Customer has paid all Fees (the "Term"), subject to earlier termination as provided herein. Either Party may terminate this Agreement for material breach by the other Party upon thirty (30) days' prior written notice, provided that the breaching Party does not cure such breach within such thirty (30) day cure period. The provisions of Sections 2.5 (Customer Data Protection), 4 (Intellectual Property), 5 (Confidentiality), 7 (Indemnification; Limitation of Liability), and 9 (General Provisions), together with any accrued rights and remedies of either Party, shall survive any termination or expiration of this Agreement.
9.4 Notices. Each Party must deliver all notices, consents, and approvals required or permitted under this Agreement in writing to the other Party at the address specified in the Order or Agreement. Email to hello@auperon.io (for notices to VHL) or to the Customer email address on file (for notices to Customer) shall be sufficient for all notices required or permitted under this Agreement.
9.5 Entire Agreement. No rule of strict construction or construing of ambiguities against a drafting Party will be applied in the interpretation or construction of this Agreement. This Agreement is the final, complete, and exclusive agreement of the Parties and supersedes all prior or contemporaneous communications and understandings, oral or written, between the Parties with respect to the subject matter hereof. VHL's offer to supply Services is expressly limited to the terms of this Agreement. No conflicting terms on purchase orders or invoices issued between the Parties with respect to the Services shall apply.
9.6 Amendments. No modification of or amendment to this Agreement will be effective unless in writing and signed by both Parties.
9.7 Publicity. Except as otherwise set forth in this Agreement, Customer shall not use VHL's logos or trade names for publicity, marketing, or any other external communications without VHL's prior written consent.
9.8 Force Majeure. Neither Party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, civil unrest, embargoes, government orders, epidemics, pandemics, network or infrastructure failures, or labor disputes. The affected Party shall promptly notify the other Party of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable. If the force majeure event continues for more than sixty (60) days, either Party may terminate this Agreement upon written notice without liability to the other Party.
9.9 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The Parties shall negotiate in good faith to replace any invalid provision with a valid provision that most closely reflects the original intent of the Parties.
9.10 Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof. Any waiver must be in writing and signed by the Party granting the waiver to be effective.
9.11 Independent Contractor. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, or fiduciary relationship between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other's behalf.
9.12 Electronic Acceptance. This Agreement may be accepted electronically. Customer's electronic acceptance of this Agreement via the Site (including via checkbox, click-through, or similar mechanism) constitutes Customer's binding agreement to these terms with the same force and effect as a physical signature. The Parties agree that electronic communications, records, and signatures satisfy any legal requirement that such communications be in writing.
Privacy Policy
10. Privacy Policy
This Privacy Policy describes how Van Heron Labs, Inc. dba Auperon ("VHL," "we," "our," or "us") collects, uses, discloses, and protects information about Customer and Customer's representatives ("you" or "your") in connection with your use of the Site and the Services. This Privacy Policy forms part of the Agreement and is incorporated by reference into your Order.
10.1 Information We Collect. We collect the following categories of information:
(a) Contact Information. Name, email address, company name, job title, phone number, and other contact information you provide when you submit an interest form, project intake form, or otherwise communicate with us.
(b) Project Information. Information about your project provided in the intake process, including molecule, cell line, host system, project objectives, and other Service Request Data.
(c) Customer Materials. Sequencing data (e.g., FASTQ files), metadata, and other materials you upload for VHL to perform the Services. See Section 2.2 for representations regarding the de-identified nature of Customer Materials.
(d) Payment Information. Payment information is processed by our third-party payment processor, Stripe. VHL does not store credit card numbers, bank account numbers, or other payment credentials. We receive from Stripe transaction confirmations and metadata (amount, date, order reference).
(e) Communications. Correspondence between you and VHL, including emails to hello@auperon.io and messages sent via the Site.
(f) Site Usage Information. Standard web analytics data collected via our hosting provider, including IP address, browser type, pages visited, and timestamps.
10.2 How We Use Information. We use the information described above to: (a) perform the Services under your Order; (b) communicate with you regarding your Order, project status, and Deliverables; (c) process payments and issue receipts; (d) provide customer support; (e) improve the Site and the Services; (f) comply with applicable laws and regulations; and (g) enforce this Agreement.
10.3 How We Share Information. We share information only with:
(a) Service Providers. Third-party service providers acting on our behalf, including Netlify (site hosting and forms), Google Workspace (email and productivity), Stripe (payment processing), Dropbox (file storage), and cloud infrastructure providers (Amazon Web Services). These providers are subject to confidentiality obligations and are permitted to use information only to provide services to VHL.
(b) Legal Requirements. As required by law, regulation, court order, or other legal process, or to protect the rights, property, or safety of VHL, our customers, or others.
(c) Business Transfers. In connection with any merger, sale of company assets, financing, or acquisition of all or part of our business.
We do not sell your personal information to third parties.
10.4 Data Retention. VHL retains Customer Materials in accordance with Section 2.5 of the Agreement, which requires deletion of Customer Data from active systems within sixty (60) days after final delivery of Deliverables and prohibits use of Customer Data for model training or platform improvement. Contact information, transaction records, and other business records not derived from Customer Materials may be retained for longer periods as required for business, tax, and legal compliance purposes. Customers may request accelerated deletion or written certification of deletion at any time by contacting hello@auperon.io.
10.5 Data Security. We implement reasonable administrative, technical, and physical safeguards to protect the information we collect and process, including access controls, encryption in transit, and secure cloud infrastructure. However, no system is completely secure, and we cannot guarantee the absolute security of any information transmitted to or stored by us.
10.6 Your Rights. Depending on your jurisdiction, you may have the following rights with respect to your personal information: (a) the right to access the personal information we hold about you; (b) the right to request correction of inaccurate personal information; (c) the right to request deletion of your personal information; (d) the right to object to or restrict certain processing; (e) the right to data portability; and (f) the right to withdraw consent (where processing is based on consent). To exercise these rights, contact us at hello@auperon.io. We will respond in accordance with applicable law.
10.7 International Transfers. VHL is based in the United States, and information we collect may be transferred to, stored in, and processed in the United States. If you are located outside the United States, please be aware that the United States may have data protection laws that differ from those in your jurisdiction. By using the Site or Services, you consent to the transfer of your information to the United States.
10.8 Changes to This Privacy Policy. We may update this Privacy Policy from time to time. Material changes will be communicated by posting an updated version on the Site or by other reasonable means. Your continued use of the Site or Services after such changes constitutes your acceptance of the updated Privacy Policy.
10.9 Contact Us. For questions or concerns regarding this Privacy Policy or our data practices, please contact us at hello@auperon.io.
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