Terms & Conditions

TISSUE CULTURE PROCESSING AGREEMENT

By using this site you (“Client”) agree to the following Service Agreement (“Agreement”) is made and entered into by and between (1) State Genetics, LLC (“SG”) with a mailing address of 144 Arvida St, Walled Lake MI 48390 (each a “Party” and together the “Parties”).

Section 1. Indemnification.

1. a) SG shall indemnify, defend and hold harmless Client, its affiliates, directors, officers, shareholders and employees (collectively, the “Client Parties”, from any and all costs, damages, injunctions, suits, actions, fines, penalties, liabilities, losses, settlements, claims, demands and expenses of any kind (including, but not limited to, legal costs and reasonable attorneys’ fees) which result or arise from any acts or omissions of SG, its employees, officers, directors, agents, and/or authorizes affiliates in connection with its obligations under this Agreement (unless such Losses have resulted from the willful misconduct, bad faith, or gross negligence of one or more of the SG Parties including its authorized affiliates). This provision shall survive the termination of this Agreement, regardless of the reason for termination.

1. b) Client shall indemnify, defend and hold harmless SG, its affiliates, directors, officers, shareholders, and employees (collectively, the “SG Parties”), from any and all costs, damages, injunctions, suits, actions, fines, penalties, liabilities, losses, settlements, claims, demands and expenses of any kind (including, but not limited to, legal costs and reasonable attorneys’ fees) which result or arise from any acts or omissions of Client, its employees, officers, directors and agents in connection with its obligations under this Agreement (unless such Losses have resulted from the willful misconduct, bad faith, or gross negligence of one or more of the SG Parties, including its authorized affiliates). This provision shall survive the termination of this Agreement, regardless of the reason for termination.

Section 2. Confidentiality. Except as provided in this paragraph, the Parties hereto agree to not disclose any of the provisions of this Agreement to any other person or entity and to keep all such information confidential between them. The Parties hereto may disclose the provisions of this Agreement to their attorneys, accountants, and advisors, who shall agree to keep all such information confidential.

Section 3. Governing Law; Venue. This Agreement shall be construed EXCLUSIVELY in accordance with and governed by the laws of the State of Michigan, without regard to the principles of conflicts of laws. The parties agree that any litigation directly or indirectly relating to this Agreement must be brought before and determined by a court of competent jurisdiction within Ingham County, Michigan, and the parties hereby agree to waive any rights to object to, and hereby agree to submit to, the jurisdiction of such courts.